Terms & Conditions

MEDI-EXCHANGE.COM TERMS AND CONDITIONS OF USE

Welcome to MEDI-EXCHANGE Pte Ltd's ("MEDI-EXCHANGE"), MEDI-EXCHANGE.COM world wide web site ("MEDI-EXCHANGE.COM"). You are advised that the following terms and conditions govern the contractual agreement between You and MEDI-EXCHANGE in relation to the access, browsing, rights and obligations in connection with the use of MEDI-EXCHANGE.COM.

IN CONSIDERATION OF MEDI-EXCHANGE.com PROVIDING YOU WITH ACCESS TO MEDI-EXCHANGE.COM SERVICES, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS ("Terms and Conditions") AT ALL TIMES. If You do not agree to all the Terms and Conditions, You are not authorised to use the services of MEDI-EXCHANGE.COM.

Definitions

"Buyer" means a party that purchases an Item using MEDI-EXCHANGE.COM

"Confidential Information" any information or material proprietary and/or confidential to MEDI-EXCHANGE, a Buyer or Supplier disclosed or obtained in connection with use of MEDI-EXCHANGE.COM or pursuant to these Terms and Conditions, including without limitation (i) any information in connection with a Transaction, Item, Buyer or Supplier; (ii) Item prices; (iii) MEDI-EXCHANGE Software; (iv) MEDI-EXCHANGE business, technical and process documentation; or (v) any non-public information contained in or acquired by use of MEDI-EXCHANGE.COM. Confidential Information does not include information that (a) is publicly known or which becomes publicly known through no breach by You; (b) lawfully received by You from a third party without any confidentiality restriction; or (c) is already known by You without any confidentiality restriction.

"Item" means any good or service listed for sale, trade, exchange or offer by a Buyer or Supplier on MEDI-EXCHANGE.COM

"Transaction" means a purchase or sale of an Item completed on MEDI-EXCHANGE.COM

"Trade Rules" means the rules for the conduct of offers and trade of Items by You on MEDI-EXCHANGE.COM as published on MEDI-EXCHANGE.COM [ URL: http://www.MEDI-EXCHANGE.COM ] , as may be revised or updated from time to time by MEDI-EXCHANGE.

"Service Provider" means any third party service provider who provides any service or Transaction interconnection with MEDI-EXCHANGE.COM or to any User through MEDI-EXCHANGE.COM.

"Software" means the computer software (proprietary to or otherwise licensed by MEDI-EXCHANGE) as provided by MEDI-EXCHANGE or accessible by third party internet or web browser software when connecting to MEDI-EXCHANGE.COM.

"Supplier" means a party that sells or offers to sell an Item using MEDI-EXCHANGE.COM

"You" or "Your" means any Buyer, Supplier, Service Provider or other user (as the case may be) who accesses and/or uses MEDI-EXCHANGE.COM.

Words denoting the singular shall include the plural and vice versa.

The headings in these terms and conditions are for convenience only and shall not affect its interpretation.

Venue for Trading
MEDI-EXCHANGE.COM provides a venue for Buyers and Suppliers to negotiate and conclude the exchange of goods and/or services. MEDI-EXCHANGE is not involved in the actual transaction between Buyers and Suppliers.

Nothing on MEDI-EXCHANGE.COM shall constitute or be construed as a binding offer by MEDI-EXCHANGE.

You understand and agree that MEDI-EXCHANGE does not act as agent, fiduciary or trustee for any Buyer or Supplier and that MEDI-EXCHANGE does not exercise any control over (i) the quantity, availability, quality, safety or legality of any Items; (ii) the accuracy or usefulness of the description or classification of any Items; (iii) the ability of either a Buyer or Supplier to fulfill its obligations to complete a Transaction; (iv) the legal capacity of any Buyer or Supplier to lawfully enter into a Transaction; or (v) any representation made in respect of the Items or by any Buyer or Supplier. You further understand and agree that MEDI-EXCHANGE does not endorse, sponsor, certify or guarantee any Item.

Acceptance of Terms and Conditions

These Terms and Conditions may be periodically modified or revised from time to time and such modification or revision will be effective upon posting the revised Terms and Conditions on the MEDI-EXCHANGE.COM web site. You will be notified of any modification to these Terms and Conditions in accordance with the provisions herein. Your subsequent use and/or access of MEDI-EXCHANGE.COM shall be deemed to be Your agreement to be conclusively bound by any such future modification or revision.

Limited Use Software Licence

MEDI-EXCHANGE grants to You a non-exclusive and non-transferable limited licence to download and/or use the Software solely in connection with access to and use of services on MEDI-EXCHANGE.COM, subject to these Terms and Conditions.

You understand and agrees that the Software is proprietary to (or otherwise licensed by) MEDI-EXCHANGE, and that all copyright and other intellectual property rights in the Software belong to MEDI-EXCHANGE and/or its licensors. This licence does not transfer any right, title or interest whatsoever in the Software to You.

MEDI-EXCHANGE warrants that the Software will conform in all material respects in accordance with the functional descriptions of the Software as published by MEDI-EXCHANGE. MEDI-EXCHANGE and its licensors do not warrant that the Software will meet Supplier's requirements or that its operation will be uninterrupted or error-free. With the exception of the foregoing warranty, no warranty whether expressed or implied including warranties of merchantability, satisfactory quality or fitness for a particular purpose shall apply to the Software. In the event of such defects, MEDI-EXCHANGE's only obligation and Your exclusive remedy will be (i) to use commercially reasonable efforts to correct any repeatable Software error; or (ii) at MEDI-EXCHANGE's sole discretion, refund the Software license fees paid by You in connection with the non-performing modules of the Software (less any pro-rated period of uninterrupted use of the Software.)

You will not at any time (i) re-sell, rent, lease access to the Software, or otherwise transfer or assign the right to use the Software to any third party whomsoever; (ii) republish, reproduce or otherwise distribute any information contained within the MEDI-EXCHANGE.COM website; and (ii) decompile, disassemble, reverse engineer, or in any way modify the Software program code without the prior written consent of MEDI-EXCHANGE. You will further comply with and ensure compliance by your employees and/or agents (as the case may be) with all instructions or notices given by MEDI-EXCHANGE from time to time regarding the permitted use of the Software.

MEDI-EXCHANGE.COM Services

MEDI-EXCHANGE reserves the exclusive right to: (i) suspend access to or use of MEDI-EXCHANGE.COM for the purposes of system maintenance, upgrading or security; (ii) discontinue all or part of the services on MEDI-EXCHANGE.COM with reasonable prior notice to You; or (iii) add and/or modify all or part of the services on MEDI-EXCHANGE.COM.

Use of MEDI-EXCHANGE.COM

You agree at all times to comply with the MEDI-EXCHANGE.COM Trade Rules. You will be responsible, at Your own cost, for providing the telecommunications connectivity, computer hardware, internet access and other technology necessary for You to access or use MEDI-EXCHANGE.COM.

You agree not to use any software, hardware, device or electronic means to interfere, alter, deny or otherwise disrupt the normal operation of MEDI-EXCHANGE.COM or any content within MEDI-EXCHANGE.COM.

You will not be permitted to participate in the services conducted through MEDI-EXCHANGE.COM without registering as a MEDI-EXCHANGE.COM user. If Your registration application is approved, MEDI-EXCHANGE will notify You and Your user ID and password will be activated. You may only use each user ID and password on behalf of the business that you represent, as indicated on the applicable registration application. You will be responsible for the confidentiality and use of Your user ID and password, and You will be held solely responsible for all communications made through MEDI-EXCHANGE.COM using Your user ID and password.

Fees and Charges

Unless otherwise agreed by separate written agreement(s) with MEDI-EXCHANGE, all fees and charges in connection with use of MEDI-EXCHANGE.COM or any related Transaction will be payable by You in accordance with MEDI-EXCHANGE's prevailing charges.

You agree that MEDI-EXCHANGE will not be responsible for any fees, costs or taxes associated with any Transaction between a Buyer and Supplier.

Compliance with Laws

You agree to and will comply with all applicable laws, statutes, regulations and ordinances in connection with any use by You of MEDI-EXCHANGE.COM. Compliance includes but will not be limited to ensuring full and valid legal permits for the trade, advertising or promotion of the Items; complying with all applicable laws regarding the handling, export or transmission of Items or other related technical information and data; and complying with the regulations of all relevant taxing or other regulatory authorities in connection with any Transaction.

Warranties

You warrant at all times that:

You are of sufficient legal capacity to enter into binding contracts;
All information provided by you to MEDI-EXCHANGE is true and correct;
You are not prohibited by any applicable government authority or agency;
Any information, representation or material submitted by You will not infringe any third party's copyright, patent, trademark or other intellectual property rights;
any material, data or information you provide or submit to MEDI-EXCHANGE or MEDI-EXCHANGE.COM will not contain any electronic virus or other electronic code designed to delete, corrupt, expropriate data or otherwise disrupt system operability; and
You will not engage in any activities which causes or is intended to cause undue system overload or material degradation of MEDI-EXCHANGE.COM computer system resources.

Limited Warranty and Disclaimer

While reasonable care is taken to periodically update and revise content, the information on MEDI-EXCHANGE.COM is compiled from various sources and provided on an "AS IS" basis for general information purposes only. While MEDI-EXCHANGE will use reasonable commercial efforts to ensure that MEDI-EXCHANGE.COM is at all times available for use (except as provided under these Terms and Conditions), You understand and agree that use of MEDI-EXCHANGE.COM is provided on an "AS AVAILABLE" basis. MEDI-EXCHANGE does not warrant or represent that (i) the information on MEDI-EXCHANGE.COM ; or (ii) the Software is free from errors or omissions, and further makes no representations, conditions or warranties whether express or implied, including any implied warranties of satisfactory quality, completeness, accuracy or fitness for a particular purpose.

MEDI-EXCHANGE.COM may contain links to non-MEDI-EXCHANGE controlled web sites. MEDI-EXCHANGE is not responsible for and does not endorse or accept any responsibility for the contents or use of these third party web sites. Browsing or downloading information from the internet may involve risk. You are advised that Your use or selection of links to third parties is at Your own risk and You should take precautions to ensure against electronic viruses or other similar electronic items of destructive nature.

Limitation and Exclusion of Liability

MEDI-EXCHANGE, its subsidiaries and affiliates (the "MEDI-EXCHANGE Group") disclaim any and all liability for all use of MEDI-EXCHANGE.COM, including losses, damages, claims or expenses any person may incur as a result of:

transmission of any information to or from MEDI-EXCHANGE.COM;
failure or limitation in any security prevention or detection to or from MEDI-EXCHANGE.COM;
reliance on any information contained in MEDI-EXCHANGE.COM;
hyperlink from MEDI-EXCHANGE.COM;
any error, mistake or omission in the information on MEDI-EXCHANGE.COM; and
any disruption or failure in any third party computer network linked to MEDI-EXCHANGE.COM; even if advised of the possibility of such loss or damage.

WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY BY THE PROVEN FAULT OF MEDI-EXCHANGE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER MEDI-EXCHANGE, ITS SUBSIDIARIES OR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR LICENSORS WILL NOT IN ANY CIRCUMSTANCES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY OTHER LOSSES WHATSOVER, ARISING OUT OF (i) THE USE OR INABILITY TO USE MEDI-EXCHANGE.COM OR RELIANCE ON MEDI-EXCHANGE.COM CONTENTS ; (ii) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR DATA OR DATA TRANSMISSIONS; OR (iii) ANY OTHER MATTER IN CONNECTION WITH ACCESS OR USE OF MEDI-EXCHANGE.COM (EVEN IF MEDI-EXCHANGE HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGE).

With the exclusion of death or bodily injury directly caused by the proven fault or negligence of MEDI-EXCHANGE, MEDI-EXCHANGE's aggregate liability for claims under and in connection with use of MEDI-EXCHANGE.COM, whether for liability in contract, tort or otherwise irrespective of the form of action will be limited to five hundred Singapore dollars (SGD500.00) in respect of any one event and provided always that MEDI-EXCHANGE's aggregate liability under or in connection with these Terms and Conditions (whether for liability in contract, tort or otherwise) will be limited to the greater of (i) one thousand Singapore dollars (SGD1000.00); or (ii) the MEDI-EXCHANGE.COM fees and charges actually paid by You to MEDI-EXCHANGE in the three (3) calendar months immediately preceding the cause of action.

Certain jurisdictions do not permit the exclusion of certain warranties or the limitation or exclusion of incidental or consequential damages, so the above limitations may not apply to You.

Indemnification

You agree to indemnify, defend and hold harmless MEDI-EXCHANGE, its directors, officers, employees, assigns and affiliates from and against any and all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, reasonable legal fees (collectively "Liabilities"), that may at any time be incurred by reason of any third party claim (i) arising out of or relating to Your breach or alleged breach of these Terms and Conditions, (ii) based upon any claim in connection with an Item (including without limitation changes in contracted prices, alleged errors, omissions or misrepresentation therein); (iii) arising out of any software virus or other software code of a destructive nature submitted by You ; (iv) arising from any act or omission in connection with a Transaction (including without limitation any dispute, non-payment or other contractual failure by You to complete a Transaction); or (v) arising from any tax, duties, excise or licence fee liability in connection with a Transaction (with the exclusion of taxes payable by MEDI-EXCHANGE's on its net income); provided that such Liabilities do not arise from MEDI-EXCHANGE's wilful default or gross negligence.

Termination

MEDI-EXCHANGE, in its reasonable discretion, may terminate Your access to and use of MEDI-EXCHANGE.COM, in the event of:

any breach of the above warranties, the Trade Rules or these Terms and Conditions by You;
any failure to payment any amounts due by You to MEDI-EXCHANGE within thirty (30) days of the due date;
any information furnished by You is false or misleading;
any bankruptcy or insolvency proceedings against You; or
liquidation of or appointment of a receiver, administrator, judicial manager or other official over Your assets.

In the event of termination:

You agree that any and all outstanding charges or fees payable by You in connection with your use of or Your Transactions conducted on MEDI-EXCHANGE.COM shall become immediately due and You will to pay all such charges and fees to MEDI-EXCHANGE upon demand;
MEDI-EXCHANGE may delete or otherwise remove any of Your data stored within MEDI-EXCHANGE.COM; and
MEDI-EXCHANGE may terminate, suspend or disallow Your access to MEDI-EXCHANGE.COM.

Copyright

All copyright, trademarks, and other intellectual property rights in the Site (including but not limited to any images, photographs, animations, video, audio, music, text and "applets"), are owned or otherwise licensed by MEDI-EXCHANGE. No title or any intellectual property right is transferred hereunder. With the exclusion of allowable use for research or private study purposes under applicable copyright laws or for the sole purpose of casual web browsing of the Site, no part of this Site may be reproduced, distributed or modified in whole or in part in any manner whatsoever by any medium without the written consent of MEDI-EXCHANGE.

Trademarks

MEDI-EXCHANGE.com, MEDI-EXCHANGE.COM, the MEDI-EXCHANGE logo, MEDI-EXCHANGE and/or other MEDI-EXCHANGE products and services referenced within MEDI-EXCHANGE.COM or associated materials are trademarks of MEDI-EXCHANGE, and may be registered in certain jurisdictions. All other product names, company names, marks and logos referenced may be trademarks of their respective owners.

Nothing within these Terms and Conditions should be construed as granting any right any license or right to any trademarks or MEDI-EXCHANGE.COM content without the written permission of MEDI-EXCHANGE or the respective third party owners.

Confidentiality

You agree to preserve the confidentiality of any Confidential Information and not to permit the disclosure of Confidential Information to any unauthorised parties. You will undertake to ensure that any of Your employees, financial or legal representatives to whom all or any of the Confidential Information is disclosed, strictly on a "need to know" basis in furtherance of Your obligations under these Terms and Conditions, shall enter into written confidentiality undertakings to protect unauthorised disclosure of the Confidential Information upon terms equivalent to this provision.

You further agree and acknowledge that any breach or threatened breach by You of the confidentiality provisions in these Terms and Conditions may cause irreparable injury to MEDI-EXCHANGE for which monetary damages would be an inadequate remedy and that, in addition to any other remedies that may be available, in law, in equity or otherwise, MEDI-EXCHANGE shall be entitled to obtain injunctive, prohibitory or other urgent relief against the threatened breach of these Terms and Conditions or the continuation of any such breach by You, without the necessity of proving actual damages.

Your Data

Subject to any other express agreement between You and MEDI-EXCHANGE, You grant MEDI-EXCHANGE a non-exclusive, royalty-free, worldwide right to reproduce, transmit, use, derive or otherwise display material (including without limitation your company name, trade name, logo or other trademarks) and/or other information submitted by you to MEDI-EXCHANGE.COM, for the purposes of the operation of MEDI-EXCHANGE.COM and/or any and all MEDI-EXCHANGE.COM related advertising, marketing or promotional material or communications. MEDI-EXCHANGE will adhere to any trademark guidelines as provided by you to MEDI-EXCHANGE.

Your Registration Information

MEDI-EXCHANGE will only use Your registration information for general display access by Buyers, Suppliers or other MEDI-EXCHANGE.COM users, for internal administrative purposes and to contact You from time to time in connection with Your use of MEDI-EXCHANGE.COM or to inform You of the latest MEDI-EXCHANGE.COM features. MEDI-EXCHANGE may provide aggregated or generalised user information to third parties provided always that Your specific information is never disclosed (unless authorised by You or as may be required to comply with the lawful directions of any authority with competent jurisdiction).

The content of any communication feedback to this web site including suggestions and comments will be treated as non-confidential and shall become the property of MEDI-EXCHANGE. MEDI-EXCHANGE shall be free to use such communication for any purpose.

Delay or Force Majeure

MEDI-EXCHANGE will not be liable for any failure or delay arising from event beyond MEDI-EXCHANGE's control, including but not limited to, acts of God, insurrection or civil disorder, war or military operations, national or local emergency, acts or omissions of government, telecommunication or public utility disruption or failure, industrial disputes of any kind (whether or not involving MEDI-EXCHANGE employees), failure of equipment, accidents, material shortages, explosion, subsidence, inclement weather, acts or omissions of persons or bodies for whom MEDI-EXCHANGE is not responsible or any other cause outside MEDI-EXCHANGE's control.

Disputes

MEDI-EXCHANGE will not involve itself in any private dispute between a Buyer and Seller. Any valid dispute by You directly in connection with MEDI-EXCHANGE.COM will be firstly addressed by MEDI-EXCHANGE customer service representatives and/or management in good faith. Failing any resolution with MEDI-EXCHANGE management, the dispute shall be referred 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.

Assignment

These Terms and Conditions will be binding upon and inure to the benefit of Your and MEDI-EXCHANGE's respective successors and permitted assigns. Your rights and obligations under these Terms and Conditions may not be assigned or otherwise transferred in whole or in part, without the prior written consent of MEDI-EXCHANGE. MEDI-EXCHANGE may assign its right to receive any payment by You under these Terms and Conditions to a majority owned subsidiary of MEDI-EXCHANGE by written notice to You without the need for consent.

Notices

Any notice, request, waiver, consent or approval shall be in writing in the English language and shall be deemed to have been duly given or made when it is delivered by hand, by registered mail, facsimile or by electronic mail (as the case may be ) to Your respective registered notification address provided by You to MEDI-EXCHANGE. Except where otherwise provided under these Terms and Conditions, notices shall be deemed duly served and given (i) immediately if by hand; (ii) two (2) days after postage, if by registered mail; (iii) upon transmission, if by confirmed facsimile; and (iv) upon transmission with no returned receipt failure message, if by electronic mail.

General

You and MEDI-EXCHANGE are independent contractors. No agency, partnership, franchise or formal business organisation of any kind is created by these Terms and Conditions and neither party will have the right to bind the other.

No waiver of any breach of these Terms and Conditions shall be deemed to be a waiver of any other or of any subsequent breach. The failure of MEDI-EXCHANGE to enforce at any time any of the Terms and Conditions shall in no way be interpreted as a waiver of such provision.

If any provision of these Terms and Conditions is held invalid, unenforceable or illegal for any reason, these Terms and Conditions shall remain otherwise in full force apart from such provision which shall be deemed deleted.

These terms and conditions will be governed by and interpreted according to the laws of the Republic of Singapore excluding the application of its conflicts of law rules. To the extent permitted by law, the application of the United Nations Convention on Contracts for the International Sale of Goods 1980 is expressly excluded. You consent to the exclusive jurisdiction of the courts of Singapore.

These terms and conditions constitute the entire agreement between You and MEDI-EXCHANGE with respect to use of MEDI-EXCHANGE.COM. These terms and conditions supersede all prior and contemporaneous representations or understandings. Unless expressly agreed by MEDI-EXCHANGE, these Terms and Conditions shall always prevail over any inconsistent terms or conditions embodied within any purchase order, invoice or other documentation issued to MEDI-EXCHANGE by a Buyer, Supplier or other third party under or in connection with use of MEDI-EXCHANGE.COM.

Copyright � 2000 Medi-Exchange Pte Ltd All Rights Reserved
MEDI-EXCHANGE Pte Ltd, 16 Raffles Quay #42-05 Hong Leong Building, Singapore 048581 [01/06/2000]