GXS Bank AutoLoan Terms

• (a)  The Hirer hereby represents and warrants that:-
  • (i)  in the case of an individual, he is of full age and possesses the requisite legal capacity to enter into and perform his obligations under this Agreement;
  • (ii)  if it is a corporation, that the Hirer is duly incorporated, validly existing and of good standing in its country of incorporation and has full power and authority to carry on the business currently carried on by it and full power and authority to enter into this Agreement;
  • (iii)  all statements and particulars made or given in the Schedule were and remain true and accurate in all respects;
  • (iv)  the Hirer has been given reasonable opportunity to inspect and examine the Goods and that he has examined the Goods or a sample thereof prior to the date hereof;
  • (v)  the Hirer confirms that save for any non-conformity or matter specifically drawn to the attention of the Owner in writing, the Hirer has found the Goods to be of merchantable and satisfactory quality, in good and proper order and suitable or fit for the purpose for which the Goods are commonly supplied;
  • (vi)  in the case of motor vehicles, the Hirer confirms that he has examined the Goods prior to the execution of this Agreement and has satisfied himself that the Goods are in good and road-worthy condition and in a good state of repair and fit for the purpose required by the Hirer;
  • (vii)  the Hirer has not, whether expressly or by implication, made known to the Owner or any agent or servant of the Owner or any dealer or any servant or agent of any dealer in the course of negotiations conducted by the Owner or dealer (as the case may be) before the making of this Agreement any particular purpose for which the Goods are required;
  • (viii)  the Hirer confirms that he has not relied on and the Owner or dealer has not made any representation or warranty, whether express or implied, as to the correctness of description, satisfactory quality, merchantability, condition, state of repair and suitability/fitness for any particular purpose or use of the Goods which is not reduced in writing in this Agreement or implied in law;
  • (ix)  the Hirer confirms that, where the Goods are second-hand, all conditions and warranties, express or implied as to their quality, merchantability, condition, or suitability or fitness for particular or any purpose for which the Goods are or may be required for are hereby expressly excluded notwithstanding any provisions in this Agreement to the contrary and whether or not such purpose has been made known to the Owner or its servant or agent;
  • (x)  no confiscation order, charging order, restraining order, production order or search warrant under the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 (the “CDTA”) or any other applicable law has been issued or is pending against the Hirer and/or the Hirer’s property or assets and/or shall be issued or threatened to be issued against the Hirer;
  • (xi)  any information or documents that the Hirer provides to the Owner are true, accurate, complete and not misleading;
  • (xii)  the Hirer is not involved in any unlawful activity, and the Hirer has not committed or been convicted of any tax, money laundering, terrorism financing or other criminal conduct, and the Hirer is not involved in any sanctioned activities or the subject of any sanctions; and
  • (xiii)  there is no Event of Default occurring.
• (b)  The Hirer further agrees that all conditions, representations and warranties (save and except for those which are implied by the Act and cannot be excluded by reason thereof) relating to the condition of the Goods, their quality, merchantability, fitness or suitability for any purpose for which they are or may be required whether express or implied and whether arising under this Agreement or under any prior agreement or in oral or written statements made in the course of antecedent negotiations or otherwise, are hereby expressly excluded.

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The Hirer covenants that:

• (a)  the Hirer shall not represent himself to be the owner, nor to hold himself out as being so, nor to do or suffer any act or thing to be done whereby he may be reputed to be the owner of the Goods, nor to sell, assign, sub-let, pledge, mortgage, charge, encumber, part with possession or dispose of or otherwise deal with the Goods or any part thereof or any interest therein or create or permit to create any lien on such Goods and in the event of default of this provision by the Hirer, the Owner shall be entitled but not obliged to pay to any third party such sum as is necessary to procure the release or discharge of the Goods from any charge, encumbrance and/or lien and without prejudice to any other rights or remedies the Owner may have against the Hirer, the Hirer shall be liable for and shall indemnify the Owner against such sum paid by the Owner together with all charges and interest accrued thereon;
• (b)  the Hirer shall not effect any transaction involving the transfer of ownership or de-registration of the Goods without the prior consent of the Owner and without having paid the Owner all sums of money as are payable under this Agreement;
• (c)  the Hirer shall not have or be deemed to have any authority to pledge the Owner’s credit for the repair or replacement of the Goods or any parts thereof or otherwise or to create any lien over the Goods for any other purpose whatsoever;
• (d)  in any instance that the Owner permits the Goods to be registered in the Hirer’s name, the legal and beneficial interest over the Goods shall remain at all times with the Owner until the Goods are purchased by the Hirer;
• (e)  that where applicable, after the signing of this Agreement, the Hirer shall deliver to the Owner the necessary registration book/card, forms, authorisations, documents or electronic submission relating to the registration and transfer of the Goods including a blank signed transfer in such form as may be appropriate to the Goods as specified by the Owner or such other evidence of registration pertaining to the Goods as may be issued or prescribed by the Land Transport Authority of Singapore (“LTA”) from time to time (whether in physical or electronic form);
• (f)  the Hirer shall keep and maintain at his own expense the Goods in good repair and condition and replace all missing or unfit parts of the Goods and be responsible for any loss damage or destruction of the Goods or any part thereof occasioned in any manner or by whomsoever or by any cause whatsoever, including fair wear and tear and lawful forfeiture;
• (g)  the Hirer shall permit the Owner, its servants or agents at any reasonable time to inspect the condition of or test the Goods and to give them reasonable and proper facilities to enable them to do so, and to allow them to enter any premises where the Goods are located or where the Owner believes them to be found or located without any further authorisation from the Hirer. If authorisation of a third party for the Owner’s entry upon such premises is required, the Hirer shall procure such authorisation to enable the Owner to gain entry;
• (h)  the Hirer shall pay punctually all licence, duties, taxes, fees, registration charges and all other payments in respect of the Goods or the user thereof, and if such payments have been made by the Owner (such payments may be made by the Owner at its sole discretion from time to time), to repay the same to the Owner on demand;
• (i)  the Hirer shall maintain all permits, licenses, approvals and/or authorisation required for the use, operation and/or storage of the Goods in accordance with applicable law;
• (j)  the Hirer shall at all times ensure that the Goods are used and/or operated by persons who are skilled, licensed and qualified to do so;
• (k)  the Hirer shall not use the Goods or permit the Goods to be used in a manner contrary to any written law, rule, regulation or order or for any unlawful purpose or in any manner such that the Goods may become liable to confiscation or forfeiture or any insurance policy procured in respect of the Goods becomes void or voidable;
• (l)  where the Goods are motor vehicles, the Hirer shall not use the Goods for tuition or training classes, towing, racing or pace making, speed trials, rallies or any other form of motor sport, competitive event, or off-road use or for any illegal purpose whatsoever, or for any purpose other than the purposes in accordance with the instruction and/or operation manual of the Goods;
• (m)  where the Goods are motor vehicles, the Hirer shall not use the Goods to carry more passengers or goods than the maximum load recommended and/or advised by the manufacturer at any one time;
• (n)  the Hirer shall repay the Owner on demand all costs (including legal costs on an indemnity basis), charges and expenses reasonably incurred by the Owner for or arising out of or in connection with the repair, preservation, storage or recovery of the Goods and such payment shall be deemed to have been made by the Owner at the request of the Hirer, and the Hirer shall continue to pay the instalments, fees and charges as specified in the Schedule for any period during which the Goods are under repair;
• (o)  the Hirer shall not make any additions or alterations to the Goods nor affix or install any accessories equipment or devices thereon or thereto without the written consent of the Owner and all parts, accessories, equipment or devices which are affixed to or installed upon or in the Goods shall be deemed to be part of the Goods and be subject to all the terms and conditions of this Agreement;
• (p)  in the event that replacements, repairs, additions or alterations are permitted by the Owner, that all such replacements, additions, repairs and accessories or parts affixed on the Goods are free from all charges, liens or any form of encumbrance. All such parts or accessories replaced or added to the Goods shall constitute or be deemed as an integral part of the Goods and become the property of the Owner under this Agreement;
• (q)  the Hirer shall maintain on the Goods any insignia, identification or makers, marks or plates as are required by the Owner and shall not remove or deface the same;
• (r)  if the Goods are motor vehicle, the Hirer shall not during the continuance of this Agreement use the Goods or cause or permit any other person to use the Goods unless there is in force in relation to such a user a policy of insurance in respect of third party risks complying with the requirements of all written law, rules or regulations for the time being in force;
• (s)  the Hirer shall notify the Owner in writing immediately if a confiscation order, charging order, restraining order, production order or search warrant under the CDTA is issued against the Hirer and/or any of the property or assets of the Hirer;
• (t)  the Hirer shall keep the Goods properly and safely housed and/or garaged at the address stated in the Schedule to this Agreement and will inform the Owner by notice in writing of any change in his address and/or the place where the Goods are housed and/or garaged immediately upon such change taking place and shall pay duly and punctually the instalments, taxes and other atgoings in respect of the premises where the Goods are kept and shall produce on demand to the Owner the receipts for the current payments;
• (u)  in the event the Goods being located at rented premises, whether on the date of this Agreement or during the period of the hiring, the Hirer shall forthwith give notice in writing to the Owner of the name and address of the person or persons, firm, or company from whom such premises are rented from and shall forthwith notify the Owner in writing of any change in such particulars and shall on demand produce to the Owner all records and documents relating to the payment of rent by the Hirer for any such premises;
• (v)  not to affix or attach the Goods to any land or building without the prior written consent of the Owner and the proprietor and mortgagee (if any) of such land or building. Where the consent of the Owner is granted, the Hirer shall:
  • (i)  ensure that the Goods shall be capable of removal where so affixed or attached to such land or building without causing any material damage or loss to such land or building and prior to such attachment or affixation of the Goods and at all times thereafter, the Hirer shall take all such steps to ensure that no title, interest or other rights over the Goods or any part thereof passes to or vests in the proprietor or mortgagee (if any) of such land or building;
  • (ii)  obtain from the proprietor and the mortgagee (if any) of such land or building an unconditional and irrevocable waiver in writing of any rights of distress such proprietor or mortgagee (if any) of such land or building may have over the Goods and the unqualified acknowledgement in writing from such proprietor or mortgagee (if any) of such land or building that all title, interest and rights to the Goods vests solely with the Owner and that the Goods do not by reason of such affixation or attachment or otherwise to the said land or building become or form part of such land or building. The Hirer shall furnish all such consent, waiver and acknowledgment from the proprietor and mortgagee to the Owner without demand prior to the affixation or attachment of the Goods to such land or building;
  • (iii)  be solely liable for all costs and expenses for such affixation, attachment and removal of the Goods and repair and/or reinstatement of such land or building where the land or building is affected by the said affixation, attachment and/or removal of Goods or as required by the proprietor or mortgagee of such land or building; and
  • (iv)  without prejudice to any rights or remedies the Owner may have against the Hirer, the Hirer shall keep the Owner fully indemnified against all loss, damages, costs (including but not limited to legal costs on a full indemnity basis), expenses, claims or proceedings (whether by the proprietor, mortgagee or any other party) and whatsoever that the Owner may suffer and/or incur as a result of or arising from the Hirer’s affixation, attachment and/or removal of such Goods to or from such land or building.
• (w)  the Hirer shall not suffer the Goods to pass out of the Hirer’s custody or control nor take or send or use the Goods or permit the Goods to be taken, sent out of or used out of Singapore and shall not transfer the registration of the Goods from one registry to another without the prior written consent of the Owner;
• (x)  the Hirer shall, where the Goods are motor vehicles, no later than sixty (60) days before the date of expiry of the Certificate of Entitlement relating to the Goods, pay the Owner an amount equal to the prevailing quota premium applicable to the Goods and return to the Owner a duly completed and signed Application to Revalidate a Vehicle Entitlement form (or such other form prescribed by LTA);
• (y)  the Hirer shall promptly pay all applicable taxes (including road tax where the Goods are motor vehicles), levies, registration, authorisation, licences and permit fees and all other charges and outgoings payable in respect of the Goods or relating to their use, operation and/or storage from time to time and shall at the request of the Owner produce receipts or evidence of such payment;
• (z)  the Hirer shall not, without the prior written consent of the Owner, effect or permit to be effected any change to the vehicle classification code, vehicle category or vehicle scheme of the Goods as registered with LTA, including (without limitation) any change from vehicle classification code R/Z (rental vehicle) to P (private vehicle) or any other classification code;
• (aa)  the Hirer shall immediately inform the Owner of any changes to the Hirer’s personal particulars, including any change in citizenship, tax residency, address(es) on record, contact details or any other information or documents that the Hirer provided to the Owner;
• (bb)  the Hirer shall immediately inform the Owner if any of the representations or warranties made by the Hirer to the Owner set out in Clause 5(a) are no longer true or accurate; and
• (cc)  the Hirer shall comply with all applicable laws, including tax laws and laws relating to anti-money laundering, countering the financing of terrorism and sanctions.

• (a)  For the entire term of this Agreement, the Hirer shall at his own expense insure and keep insured with a registered insurer approved by the Owner the Goods for their full value under an enforceable comprehensive policy approved by the Owner against any loss or damage by accident, fire, theft, third party liability and such other risks as are customarily insured against by owners of goods similar in nature to the Goods or against such risks that the Owner may from time to time require in the joint names of the Owner and Hirer naming the Owner as co-insured and loss payee. The Hirer shall punctually pay all premiums payable, including renewal premiums, for effecting and maintaining such insurance.
• (b)  Where the Owner requires Hirer to insure the Goods with a particular registered insurer, it shall be an implied condition of this Agreement that the Hirer shall not, for the term of the same, insure the Goods with another registered insurer without giving prior notice thereof to the Owner.
• (c)  If the Hirer shall fail to effect or maintain the insurance as required under this Clause 7 the Owner may (without prejudice to its other rights under this Agreement) but without being under any obligation to do so, effect any such insurance as aforesaid and the Hirer shall pay and be liable to indemnify the Owner for all costs and expenses incurred in so doing on demand. Should the Owner agree to any modification or restriction in the cover, the Hirer shall indemnify the Owner against any resulting loss.
• (d)  Each insurance policy shall have a non-cancellable endorsement in a form acceptable to the Owner and insurer recording the Owner's interest in the Goods and stating that no payment is to be made to the Hirer under the policy until that interest has been discharged. The Hirer shall deliver to the Owner the original or a copy of all relevant policies of insurance without the Owner’s prior demand and the Hirer shall comply with all terms and conditions applicable thereof.
• (e)  The Hirer shall pay all insurance proceeds received by the Hirer to the Owner and shall hold such proceeds on trust for the Owner until the same is received by the Owner. Any insurance proceeds received by the Hirer or Owner shall be applied at the Owner’s discretion towards making good any loss or damage, discharging the Hirer’s liability and/or replacing the Goods with similar Goods approved by the Owner which upon replacement shall constitute and be deemed to be the Goods under this Agreement.
• (f)  Without prejudice to Clause 14 (Authorisation), the Hirer hereby irrevocably authorises the Owner to take all actions to settle, prosecute or compromise any claim and for the purpose of receiving all monies payable under each insurance policy and to give a discharge therefor.
• (g)  In the event of the return or retaking possession of the Goods, all monies payable under any policy of insurance for loss of or damage to the Goods shall belong to the Owner whose receipt shall be sufficient discharge to the insurance company and credited to the Hirer’s account with the Owner in or towards satisfaction of the amount due to the Owner under this Agreement.
• (h)  In the event of any incident relating to, in connection with and/or arising from the Goods, their use, storage and/or operation whatsoever, whether there is any claim arising from such incident, the Hirer shall promptly notify, within twenty-four (24) hours of the occurrence of such incident, the Owner and the insurer in accordance with the terms of the insurance policy of such incident including but not limited to any claim arising relating to, in connection with and/or arising from such incident. If for whatever reason the insurer fails, neglects and/or refuses to respond, take any action or make payment for any claim under the insurance policy, such failure shall not exonerate, reduce or limit the Hirer’s obligation under this Agreement in any way.
• (i)  In the event of loss or damage to the Goods, the Hirer shall if required by the Owner, assign to the Owner all rights, benefits and claims of the Hirer under the policy of insurance relating to such loss or damage.
• (j)  In the event that the sum of money recovered by the Owner under any policy of insurance exceeds the net balance due to the Owner under this Agreement, such excess sum shall be paid to the Hirer by the Owner.
• (k)  The Hirer acknowledges that any determination of this Agreement occasioned by an insurance settlement payout resulting from theft or damage of the Goods, shall constitute an early settlement of this Agreement and hereby agrees that he shall be liable in such event to pay the Owner the amount set out in the Schedule to the extent permitted by the Act, as and where it applies.

• (a)  The Hirer agrees, on a continuing basis, to indemnify the Owner and pay and reimburse the Owner, for all loss, damage, liabilities, costs (including but not limited to legal costs on a full indemnity basis), demand, claims, actions, liabilities, fines and/or penalties arising out of or in connection with:
  • (i)  any failure of the Hirer to perform his obligations under this Agreement;
  • (ii)  any loss, damage, repair, recovery and/or repossession of the Goods or any of its parts and any confiscation, impoundment notwithstanding that such loss, damage or destruction occurred without any fault on the part of the Hirer;
  • (iii)  any occurrence of any Event of Default;
  • (iv)  any payment of any sum (including, without limitation, any overdue amount) being received from any source otherwise than on its due date;
  • (v)  any breach of any law affecting the Goods, their use, operation or hiring, or the payments as specified in the Schedule to be paid;
  • (vi)  any forfeiture of the Goods by any enforcement authorities;
  • (vii)  any claim for loss, damage, injury suffered by any person, party or property (including but not limited to the Hirer) arising from or in connection with the Hirer’s placement, storage, custody, maintenance, operation and/or use of the Goods; and
  • (viii)  the Owner’s execution or enforcement of any of the rights, powers, remedies, authorities or discretions vested in the Owner under or pursuant to this Agreement.
• (b)  The Owner shall not under any circumstances, directly or indirectly, be liable for any Loss that may be incurred in connection with or arising from any breakdown or failure of the Goods, any loss, injury or damage sustained by the Hirer or by any third party as a result of the presence or use of the Goods or as a result of any defect therein and in taking delivery of the goods. The Owner shall also not be responsible or liable for the acts of any third party, including the acts of any third party involved in the provision of services to the Hirer, or the acts of any third party service providers, contractors or agents engaged by the Owner and their sub-contractors or further indirect sub-contractors or the insolvency or bankruptcy of any such third party, and the Owner will not be liable for any Loss that the Hirer may incur as a result of the acts of any such third party, unless such Loss is caused by the Owner’s gross negligence, wilful misconduct or fraud. The Hirer shall be deemed to have satisfied himself that the Goods are in all respects roadworthy (in the case where Goods are motor vehicles) and are in proper and safe condition. This exemption of liability also extends to any person, property, goods and materials left in, stored or transported in the Goods at all times. In any event, the Owner shall not be liable for any Loss that is an indirect or consequential loss, or any lost profits, earnings, business, goodwill or opportunity, even if such Loss is foreseeable.

• (a)  Upon the occurrence of any Event of Default, the Owner shall be entitled, without prejudice to any other rights and claims which the Owner may have against the Hirer and subject to any statutory restriction to the contrary, to terminate this Agreement and the hiring of the Goods immediately and thereupon the Hirer shall no longer be in lawful possession of the Goods with the Owner’s consent.
• (b)  For the purposes of this Clause 9, “Event of Default” shall mean any of the following events:
  • (i)  the Hirer fails to pay any of the instalments or other monies payable under this Agreement;
  • (ii)  where the Act applies, the Hirer fails to pay any of the instalments or other monies payable under this Agreement for a period of not less than seven (7) Business Days after service of the relevant notice by the Owner is given in accordance with Section 15(1) of the Act);
  • (iii)  any cheque given by the Hirer as deposit or payment of any sum due or any part of it is dishonoured;
  • (iv)  where there is arrangement for payment to be made by way of GIRO deduction or other debit or withdrawal from the Hirer’s account with the Owner, there are insufficient funds in the Hirer’s account for payment of the Deposit or payment of any instalment or any part of it;
  • (v)  any of the representations or warranties made by the Hirer to the Owner in connection with this Agreement is or becomes untrue, incorrect and/or incomplete;
  • (vi)  the Hirer breaches or fails to perform any of his obligations under the terms and conditions of this Agreement;
  • (vii)  the Hirer, being an individual, fails to provide within 14 days of a request in writing by the Owner, evidence reasonably satisfactory to the Owner, that the Hirer continues to be a Singapore Resident. For these purposes “Singapore Resident” means an individual who is a Singapore citizen or Singapore permanent resident;
  • (viii)  the Owner is unable to satisfactorily complete in relation to the Hirer or Guarantor, any client due diligence, identity verification and/or client monitoring procedures which the Owner is required to carry out to fulfil any anti-money laundering and countering the financing of terrorism, countering of drug trafficking or other serious crimes and/or client due diligence obligations applicable to the Owner, or if the Owner becomes aware of any fact or circumstance concerning the Hirer or Guarantor which pursuant to such obligations, would require the Owner to cease or not establish business relations with the Hirer or to not undertake any transaction for the Hirer;
  • (ix)  the Hirer abandons the Goods;
  • (x)  the Hirer shall do or threaten to do or carry out or allows or permits to be done any act which in the opinion of the Owner may prejudice or jeopardise the Owner’s rights under this Agreement including but not limited to the Owner’s property or rights in the Goods;
  • (xi)  the Hirer uses or permits the vehicle to be used without third party insurance covering such use;
  • (xii)  the Goods are removed or concealed by the Hirer contrary to the provisions herein;
  • (xiii)  any goods provided by the Hirer in consideration of the Deposit or any part of it are found not to be an absolute and unencumbered property of the Hirer;
  • (xiv)  insofar the Act does not apply and unless contrary to any other applicable law, where the Hirer or Guarantor (in the latter case, if no substituted guarantor satisfactory to the Owner has been provided on demand) becomes insolvent or bankrupt under the Insolvency, Restructuring and Dissolution Act 2018 or Companies Act 1967, dies, suspends or requests suspension of payment of their debts, makes any composition or arrangement with their creditors, takes steps or commence proceedings or has steps or proceedings taken to have themselves wound up or declared bankrupt or reorganised or cease to carry on business as a going concern or distress, execution or other legal proceeds has been threatened or commenced or levied upon them or any of their assets or against the Goods. For avoidance of doubt, the Hirer’s right, title and interest in the Goods shall not be passed to his personal representative or liquidator unless provided under the Act or other applicable law and any death, bankruptcy or insolvency of the Hirer shall constitute an Event of Default;
  • (xv)  any execution is levied or threatened upon or against any of the Hirer’s property or if any application is made under the Distress Act 1934 or any other statutory provision for the issue of a writ of distress against the Hirer with respect to the Goods or any part thereof or with respect to any other property of the Hirer or if any distress shall be levied or threatened against the Goods or against any property of the Hirer;
  • (xvi)  any insurer having insured the Goods cancels or refuses to renew such insurance;
  • (xvii)  the Hirer or Guarantor permits any judgment or order of court in any jurisdiction or any arbitral award against them to remain unsatisfied for more than seven (7) Business Days;
  • (xviii)  the Hirer or Guarantor are convicted of any serious offence involving fraud, criminal breach of trust or dishonesty or any criminal offence and/or are sentenced for any period of incarceration;
  • (xix)  if the Goods are motor vehicles and the Hirer or any other person authorised by the Hirer to drive the vehicle is or become subject to a disqualification from holding or obtaining a driving licence under the Road Traffic Act 1961 or any other relevant statutory provision;
  • (xx)  if the Hirer shall at any time during the continuance of this hiring use or suffer knowingly or otherwise, the Goods to be used in contravention of any statute or regulation for the time being in force in connection with any offence or breach of a statute or regulation by reason of which the Goods may become liable to seizure, confiscation, forfeiture or destruction or whereby the Owner may become liable or exposed to any penalty or loss or in the event that a confiscation order, charging order, restraint order, production order or search warrant under the CDTA and/or any other legislation shall be issued or threatened to be issued against the Hirer and/or any of the Hirer’s properties or assets;
  • (xxi)  there is a reduction in the value of the Goods other than due to usual depreciation for whatever reason;
  • (xxii)  the Hirer effects or permits any change to the vehicle classification code, vehicle category or vehicle scheme of the Goods as registered with LTA without the prior written consent of the Owner; and
  • (xxiii)  any material adverse change in the business, assets, financial condition of other circumstances of the Hirer or Guarantor which in the opinion of the Owner changes, affects or compromises the ability of the Hirer or Guarantor to discharge their obligations under this Agreement or any guarantee entered pursuant to this Agreement.
• (c)  Upon the occurrence of any Event of Default, the Owner shall, without prejudice to any other rights or remedies, be entitled to take the following actions:
  • (i)  take any legal and/or other actions to recover all sums due and/or owing by the Hirer to the Owner or to enforce its other rights or remedies under this Agreement;
  • (ii)  require the Hirer to return the Goods to the Owner together with all associated documents;
  • (iii)  retake and resume possession of the Goods seven (7) Business Days after service of written notice to the Hirer pursuant to Section 15(1) of the Act or pursuant to this Agreement (where the Act is not applicable) by entering any premises where the Goods is or may be or are believed by the Owner to be located or found at the time of taking possession, and if necessary, by force break or open any gate, door, lock or fastening to gain entry and physically remove and repossess the Goods without any further notice to the Hirer and without any liability to the Owner, its servants and/or agents for whatsoever damage, loss claims, costs or action and the Hirer shall keep the Owner fully indemnified against all loss, damages, costs (including but not limited to legal costs on a full indemnity basis, costs of removal of the Goods and repair and/or reinstatement of such land or building in which the Goods is stored or housed), expenses, claims or proceedings (whether by the proprietor, mortgagee of such land or building or any other party) and whatsoever that the Owner may suffer and/or incur as a result of or arising from the Owner’s forced entrance and the Hirer’s affixation, attachment and/or removal of such Goods to or from such land or building. For avoidance for any doubt, the Hirer shall be liable to indemnify the Owner against all costs and expenses arising from and/or in connection with retaking and resuming possession of the Goods, including such fees, costs or charges incurred in relation to the issuance or service of any notice, demand or document to the Hirer before and/or after the retaking and resuming possession of the Goods whether pursuant to Section 15(1) and (3) of the Act or pursuant to this Agreement (where the Act is not applicable);
  • (iv)  sell any or all of the Goods in a private or public sale seven (7) Business Days after the date of service of the notice to the Hirer pursuant to Section 15(3) of the Act, with or without notice to the Hirer (where the Act is not applicable) at any time and for any price or otherwise dispose of, use, operate, hire to others, keep idle or in any other way deal with such Goods at the Owner’s sole discretion, free of all rights of the Hirer and without any duty to account to the Hirer for such action or inaction; and
  • (v)  restructure the terms of the Agreement pursuant to Clause 9A of this Agreement, including restructuring the outstanding amounts payable under this Agreement on such terms as the Owner may determine in its sole discretion, including varying the interest rate, instalment amounts, repayment schedule and/or the Hire Term, and the Hirer shall be bound by any such restructured terms and shall pay all interest charged on the restructured amounts.
• (d)  Without prejudice to any of the Owner’s aforementioned rights and remedies, all sums and monies owing from the Hirer to the Owner under this Agreement shall be immediately due and payable to the Owner upon the occurrence of any Event of Default. The Hirer shall pay all such amounts and monies including the full sum outstanding up to the date of termination and any interests, charges, fees, damages and other costs for breach of this Agreement including without limitation the fees set out in the Schedule relating to additional charges for early settlement of hire-purchase agreement, assignment of right, title and interest under the hire-purchase, interest rate for overdue instalments and third-party charges, and where applicable, legal costs on a full indemnity basis less the aggregate of the following:
  • (i)  all previous payments made towards the hire purchase of the Goods under this Agreement; and
  • (ii)  the net proceeds of sale of the Goods after deducting all costs and expenses incurred by the Owner in connection with repossession, storage, maintenance, insurance and sale of the Goods and any other incidental costs and expenses if the Goods are repossessed and sold or if repossessed but not sold, the value of the Goods as determined in accordance with section 17(3) of the Act (where the Act applies) or by the Owner or a dealer/valuer appointed by the Owner (where the Act is not applicable).
• (e)  In the event that the Owner shall be unable or unwilling to resume possession of the Goods upon the occurrence of an Event of Default, the Owner shall be entitled by written notice to the Hirer to determine this Agreement and thereafter the Owner shall be entitled to at its option, in lieu of repossession of the Goods, recover from the Hirer the balance of the hire purchase price of the Goods which would have been payable by the Hirer to complete the purchase of the goods if this Agreement had not been terminated and all sums due and/or owing under this Agreement including but not limited to interest, charges and costs and where applicable, legal costs on a full indemnity basis and all applicable charges set out in the Schedule relating to additional charges for early settlement of hire-purchase agreement, assignment of right, title and interest under the hire-purchase, interest rate for overdue instalments and third-party charges.
• (f)  Any cost and expense to which the Owner may be put or which the Owner may incur in or in connection with ascertaining the whereabouts of the Goods and/or for the recovery of possession thereof from the Hirer or any other person (including legal costs on a full indemnity basis) or the collection of any money payable by the Hirer under this Agreement shall be payable by the Hirer to the Owner on demand in addition to any money due under the same.
• (g)  In the event of the Goods being repossessed or returned, the Owner shall not be responsible or liable for any property or articles alleged to have been left in the Goods by the Hirer. Should such property or articles be found in the said Goods by the Owner unless the same is collected by the Hirer within one (1) week after the notice issued pursuant to section 15(4) and (5) of the Act or pursuant to this Agreement (where the Act is not applicable) or delivered by the Owner, the Owner shall be at liberty to sell the said property or articles but in the event of the Owner being unable to sell the said property or articles within a reasonable period, the Owner may dispose of the same in whatever manner it deems fit. The Hirer shall indemnify the Owner against any claims by a third party for any articles or property sold or disposed of as aforesaid in which such a third party has or claims interest.

• (a)  Without prejudice to any other rights or remedies of the Owner under this Agreement (including, without limitation, the Owner’s rights under Clause 9), the Owner may, in its sole and absolute discretion, upon the occurrence of any Event of Default or at any time the Owner reasonably considers that the Hirer is likely to be unable to meet its payment obligations under this Agreement, offer to restructure the terms of this Agreement (a "Restructuring") on such terms and conditions as the Owner may determine. For the avoidance of doubt, the Owner shall be under no obligation to offer a Restructuring to the Hirer, and the Hirer shall have no right or entitlement to request or require a Restructuring.
• (b)  A Restructuring may include (without limitation) any one or more of the following:
  • (i)  a revision to the instalment amounts and/or the number of instalments payable under this Agreement;
  • (ii)  a revision to the applicable interest rate, terms charges or other charges payable under this Agreement;
  • (iii)  an extension or variation of the Hire Term;
  • (iv)  the imposition of a restructuring fee and/or processing fee; and
  • (v)  such other amendments to the terms of this Agreement as the Owner may determine.
• (c)  Where the Owner offers a Restructuring, the revised terms (including, without limitation, the revised instalment amounts, the revised instalment schedule, the revised terms charges (including any applicable interest rate applied to the restructured balance for the revised Hire Term), any restructuring fee and/or processing fee, and any other applicable terms and conditions) shall be set out in a supplemental agreement or restructuring letter (a “Restructuring Agreement”) to be issued by the Owner and signed by the Hirer.
• (d)  The Restructuring Agreement shall form part of and be read together with this Agreement. The Hirer shall, within such time as the Owner may specify, execute and return the Restructuring Agreement to the Owner, and shall comply with all conditions specified therein.
• (e)  The terms charges applicable to any Restructuring shall be calculated on such basis and at such rate as the Owner may determine, subject to compliance with Section 29 of the Act (where the Act is applicable). For the avoidance of doubt, the terms charges on the restructured balance may be calculated by applying the applicable interest rate (as determined by the Owner) to the outstanding balance (after deducting all previous payments of principal) for the remaining or extended Hire Term, and shall not exceed the maximum prescribed under the Act. The Owner may apply any restructuring fee and/or processing fee to the restructured balance, with such fees being payable by the Hirer in addition to the revised instalments.
• (f)  Any interest on overdue amounts under a Restructuring Agreement shall not exceed the rate prescribed under Section 33(c) of the Act (where the Act is applicable).
• (g)  Save as expressly varied by the Restructuring Agreement, all other terms and conditions of this Agreement shall remain in full force and effect and shall continue to bind the Hirer. For the avoidance of doubt, a Restructuring shall not operate as a creation of a new agreement for the purposes of Section 20(3) of the Act, and the liability of any Guarantor under any guarantee given in connection with this Agreement shall not be discharged or otherwise affected by any Restructuring, save that the Guarantor shall not be liable by reason of such Restructuring for payment of any sum greater than the total amount for which the Guarantor would have been liable if such Restructuring had not been effected.
• (h)  The Hirer’s failure to execute and return the Restructuring Agreement within the time specified by the Owner, or the Hirer’s failure to comply with any term or condition of the Restructuring Agreement, shall constitute an Event of Default under Clause 9 of this Agreement.
• (i)  For the avoidance of doubt, the Owner’s decision to offer a Restructuring, or the Owner’s acceptance of any payment under a Restructuring Agreement, shall not constitute a waiver of any Event of Default, nor shall it prejudice or restrict the Owner’s rights to exercise any of its rights and remedies under Clause 9 or otherwise under this Agreement at any time.

• (a)  Where the Act is applicable, the Hirer may terminate the hiring at any time in accordance with Section 14 of the Act by delivering up the Goods to the Owner in good order, repair and condition and with all additions alterations and improvements at the Owner’s address stated herein or at such other address as the Owner shall specify, together with all necessary licences, registration books, cards or certificates, insurance policies and certificates and other documents (if any) relating to the Goods and/or effect such change in registration of the Goods with LTA (in the case of motor vehicles) or any other relevant authority by whatsoever method for the time being in force as may be prescribed by such authorities and in such case the Hirer shall be liable to pay to the Owner the amount which the Owner is entitled to recover under Section 14(6) of the Act.
• (b)  In any other case, the Hirer may at any time terminate this Agreement by giving the requisite period of notice or interest in lieu thereof as specified in the Schedule and delivering up the Goods to the Owner in good order, repair and condition and with all additions alterations and improvements as shall have been made thereon at his own risk at the Owner’s address or at such other address as the Owner shall specify, together with all necessary licences registration books, cards or certificates, insurance policies and certificates and other documents (if any) relating to the Goods and/or effect such change in registration of the Goods with LTA (in the case of motor vehicles) or any other relevant authority in accordance by whatsoever method for the time being in force as may be prescribed by such authorities and in such case the Hirer shall be liable for any arrears of instalments, any damage to the Goods and additional charges for early settlement of this Agreement as set out in the Schedule.
  

• (a)  No failure on the part of the Owner to exercise, and no delay, forbearance or indulgence on its part in exercising, any right or remedy under this Agreement, any grant of extension of time by the Owner to the Hirer or Guarantor and no course of dealing between the parties shall be construed or operate as a waiver or release thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy or prejudice, affect or restrict any rights or powers of the Owner. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies (whether provided by law or otherwise). No waiver of any breach shall operate as a waiver of any subsequent breach thereof.
• (b)  Any provision or breach of any provision of this Agreement by the Hirer may be only waived if the Owner so agrees in writing. Any waiver or consent given by the Owner under any provision of this Agreement must also be in writing. Any such waiver or consent may be given subject to any conditions thought fit by the Owner and shall be effective only in the instance and for the purpose for which it is given.

• (a)  If the Act is applicable, any document, notice or demand required, given or made by any party shall be given in accordance with the manner prescribed under Section 45 of the Act and any document, notice or demand required or permitted to be given or made by any of the parties hereto shall be in writing and deemed to be sufficiently and validly given or made on the day on which the same is left at or forty-eight (48) hours after the time of posting to the addresses specified in this Agreement or the registered office or the business or the last known address of the party to whom such document, notice or demand is to be given or made. The Hirer shall inform the Owner of any change of address in writing.
• (b)  Where the Act does not apply, any document, notice or demand required, given or made by any party may be by personal service on the party, his officers or partners, by registered post, service on the party’s place of business or registered office or last known address, by facsimile at the party’s last known or published facsimile number or as provided to the other party, by electronic mail sent to such electronic mail address last known or provided to the other party, by publication in the Owner’s statement of account to the Hirer, by publication in the Owner’s website, by publication in a local newspaper or by any means or media the Owner deems fit. Such document, notice or demand shall be deemed to be received at the time of delivery (where by hand or courier), forty-eight (48) hours after posting (if by registered post), upon documentary confirmation of transmission (if by facsimile), at time of sending (if by electronic mail) or at time of publication (if by statement of account, website or newspaper).
• (c)  The Owner may serve an originating claim, statement of claim, originating application, statutory demand, bankruptcy application or any legal, enforcement or bankruptcy process in respect of any claim, action or proceeding (including legal, enforcement and bankruptcy proceedings) under this Agreement on the Hirer by leaving it at, or sending it by ordinary post to, the last known address of the Hirer (whether within or outside Singapore and whether such address is a post office box or is a place of residence or business) as may be provided to the Owner or to the Owner’s solicitors. Such legal process or document is deemed to have been duly served on the Hirer on the date of delivery if it is delivered by hand, or on the date immediately after the date of posting if is it is sent by post (notwithstanding that it may be returned to the Owner undelivered). The Hirer agrees that the substituted service of an originating claim, statement of claim, originating application, statutory demand, bankruptcy application or any legal, enforcement or bankruptcy process amounts to good and effective service on the Hirer. Nothing in this clause shall affect the Owner’s right to serve legal process in any other manner permitted by law.

• (a)  The Hirer hereby irrevocably and unconditionally consents to, authorises and appoints the Owner (and any officer, employee, agent or representative of the Owner) to act on the Hirer's behalf and in the Hirer’s name to do all acts, deeds and things which the Hirer could have done, including but not limited to the following:
  • (i)  discharging any of the Hirer’s obligations to the Owner under this Agreement, including making any payment, filing any document, effecting any registration or de-registration and doing all such other things as may be necessary to give effect to the Hirer’s obligations;
  • (ii)  doing any act or thing as may, in the Owner’s sole opinion, be necessary or desirable for the purpose of preserving, protecting or enforcing the Owner’s rights, title and interest in the Goods or under this Agreement, including but not limited to effecting any transfer, registration, de-registration or change in registration of the Goods with LTA or any other relevant authority;
  • (iii)  executing, signing, submitting, lodging, filing or delivering any document, form, application, notice or instrument (whether in physical or electronic form) with or to LTA, HPFLAS, any insurer, any government or regulatory authority, or any other person, as may be required or desirable in connection with the Goods, their registration, insurance, transfer, repossession or disposal, or in connection with the Owner’s rights or the Hirer’s obligations under this Agreement; and
  • (iv)  receiving, endorsing and dealing with any monies, proceeds, refunds, rebates, certificates, documents or correspondence relating to or in connection with the Goods.
• (b)  The Hirer:
  • (i)  agrees and acknowledges that the Owner shall be entitled but not obliged to exercise any of the rights conferred under this Clause 14 and shall not be liable for any act done or omitted to be done in good faith in the exercise of such rights; and
  • (ii)  undertakes to ratify and confirm, and hereby ratifies and confirms, all and whatsoever the Owner may do pursuant to the authorisation conferred under this Clause 14.
• (c)  The intent is for this Agreement to be signed by the Hirer before the Approval Advice has been issued, and dated only after the Approval Advice has been issued and the Hirer’s payment of the first instalment due under this Agreement pursuant to the Approval Advice in accordance with Clause 2A. Schedule A (where the Act is not applicable) or Schedule B (where the Act applies) shall be populated based on the details of the Approval Advice. The Hirer acknowledges that the Owner is empowered to and has the right to populate Schedule A (where the Act is not applicable) or Schedule B (where the Act is applicable) with the details of the loan as set out in the Approval Advice. Without prejudice to the generality of the foregoing, the Hirer hereby irrevocably and unconditionally ratifies, confirms and adopts all acts, deeds and things done or caused to be done by the Owner and/or its agents on behalf of or in connection with the Hirer prior to the effective date of this Agreement, including but not limited to: (i) the population, completion and finalisation of any particulars, details, figures, dates and other information in the Schedule to this Agreement (including any loan details, instalment amounts, interest rates, terms charges, vehicle details, Certificate of Entitlement details, freight, vehicle registration fees, commencement date and any other information provided by the Owner to the Hirer); (ii) the dating of this Agreement on such date as the Owner may determine, including (without limitation) on or around the date of disbursement of the hire purchase amount, or on such other date as the Owner considers appropriate; (iii) the submission of any forms, documents or applications to LTA, HPFLAS, or any other regulatory, governmental or industry body; (iv) the disbursement of the hire purchase amount to any dealer, vendor or third party; and (v) any other act, deed or thing which the Owner and/or its agents considered necessary or desirable for the purpose of giving effect to this Agreement or preserving or enforcing the Owner’s rights hereunder. The Hirer agrees that all such acts, deeds and things shall be deemed to have been done with the Hirer’s full authority and consent and shall be binding on the Hirer as if the Hirer had expressly authorised the same in advance. The Hirer further acknowledges that this Hire Purchase Agreement is signed by the Hirer prior to the date inserted by the Owner, and the Hirer agrees that the insertion of such date by the Owner shall not affect the validity or enforceability of this Hire Purchase Agreement which shall be effective on and from the date this Hire Purchase Agreement is dated.

• (a)  The Hirer consents to the Owner, its officers, employees, agents and advisers disclosing information relating to the Hirer to the following persons wherever situated (whether in Singapore or elsewhere):
  • (i)  any financial institution (whether acting as the Owner’s bank or in relation to the provision of financing to the Owner or otherwise);
  • (ii)  any financial institution granting to intending to grant any credit/ financing facilities to the Hirer;
  • (iii)  any banking, financial or other institutions with which the Hirer has or propose to have dealings with or any other bank, financial institution and credit agency for purposes of verifying the information provided by the Hirer to ascertain the Hirer’s financial situation;
  • (iv)  the Owner’s head office, its parent or holding company and any of its branches, representative offices, subsidiaries, related corporations and affiliates;
  • (v)  any court, government and regulatory agency or authority;
  • (vi)  the Hire Purchase, Finance and Leasing Association of Singapore (“HPFLAS”), its successors and assigns, any body or organisation assuming the material functions of HPFLAS in replacement of the same;
  • (vii)  any actual or potential assignee or transferee of, or participant or sub-participant in, any of the Owner’s rights or obligations herein (or any of their agents or professional advisers);
  • (viii)  any auditor of the Hirer;
  • (ix)  the Guarantor or any other person providing security or credit support for the Hirer’s obligations;
  • (x)  any credit bureau or credit reference or evaluation agency and any member or subscriber of such credit bureau or agency, including but not limited to the Credit Bureaus;
  • (xi)  any insurer, reinsurer and insurance broker;
  • (xii)  any service provider or any other related person including third party service providers, sales and telemarketing agencies, business partners or otherwise under conditions of confidentiality imposed on such service providers, for the purposes of data processing or providing any service on behalf of the Owner to the Hirer or in connection with such outsourcing arrangements the Owner may have with any third party where the Owner has outsourced certain functions to the third party;
  • (xiii)  any lawyers, auditors, tax advisors, investment banks and other professional advisors who are restricted to the nature of the business relationship in which the Hirer is involved with the Owner;
  • (xiv)  any nominee, trustee, co-trustee, centralised securities depository or registrar, custodian, estate agent, solicitors or other person who is involved with the provision of services or products by the Owner to the Hirer;
  • (xv)  any solicitor, repossession agent, storage yard or facility, or any other third party acting for the Owner in connection with the enforcement of the Owner’s rights and remedies under this Hire Purchase Agreement;
  • (xvi)  any debt collection agency or person engaged by the Owner to collect any sums of money owing to the Owner from the Hirer;
  • (xvii)  any person by whom the Owner is required by the applicable legal, governmental or regulatory requirements to make disclosure;
  • (xviii)  the Hirer’s or Guarantor’s agent, executor or administrator, receiver, receiver and manager, judicial manager and any person in connection with any compromise or arrangement or any insolvency proceeding relating to the Hirer;
  • (xix)  any of the Hirer’s directors (in the case of a company) or partners (in the case of a partnership, limited partnership or limited liability partnership) and authorised signatures; and
  • (xx)  any other person to whom disclosure is permitted or required by law.

This clause is not and shall not be deemed to constitute, an express or implied agreement by the Owner with the Hirer for a higher degree of confidentiality than that prescribed in law, including section 47 of the Banking Act 1970 of Singapore. The consent and the Owner’s rights under this clause are in addition and are not affected by any other agreement with the Hirer and shall survive the termination of this Hire Purchase Agreement and/or the termination of any relationship between the Owner and the Hirer.

• (b)  The Hirer acknowledges and agrees that overseas service providers may be required by law to disclose information received from the Owner to third parties, such circumstances include the service provider being compelled to disclose information pursuant to a court order, police investigations and criminal prosecutions for tax evasion or other offences.
• (c)  The Hirer acknowledges and agrees that there is no warranty on the part of the Owner, its officers, employees, agents and/or advisers as to the security of any information sent or transmitted to the Hirer whether electronically or otherwise and the Hirer accepts the risk of such mode of delivery or transmission of information that it may be accessed by unauthorised third parties. The Hirer, to the extent permitted by law, shall not hold the Owner, its officers, employees, agents, and/or advisers liable for such disclosure or access or for any damages, losses, expenses or costs suffered and/or incurred by the Hirer by reason of such disclosure or access.
• (d)  The Hirer agrees that LTA (in the case of motor vehicles) or any regulatory governmental agencies shall be entitled to:-
  • (i)  check on the financing status of the Goods with such persons including but not limited to HPFLAS upon receipt of any request to effect any transfer or change or registration or de-registration of ownership of the Goods; and
  • (ii)  temporarily suspend any utilisation or further transaction on Preferential Additional Registration Fee (“PARF”) and/or Certificate of Entitlement (“COE”) rebates and register or de-register ownership of the Goods upon request by the Owner if any instalment or sums are still due and/or owing by the Hirer to the Owner.

• (a)  The Hirer acknowledges that he has read and understood the Data Privacy Policy, which is available at the Owner’s group website at https://www.gxs.com.sg/data-privacy and which explains the purposes for which the Owner may collect, use, disclose and process personal data of natural persons. The Hirer hereby agrees and consents to the Owner’s or any of its officers, employees, agents, service providers and contractors (including sub-contractors and any further indirect sub-contractors who may be engaged by a contractor or another sub-contractor) collection, use, disclosure and processing of the Hirer’s personal data in accordance with the Owner’s data protection policy and the terms and conditions of this Agreement.
• (b)  Where personal data or information of individuals other than the Hirer is disclosed by the Hirer to the Owner, the Hirer hereby confirms and warrants that he has provided notice to and procured the prior consent of such individuals to allow the Owner, its related corporations, agents, service providers and business partners to process such personal data and information. The Hirer warrants that the personal data provided to the Owner is true, accurate and complete. The Hirer is aware that the Hirer or such individuals may withdraw their consent for any or all of such purposes at any time and if consent of the Hirer is withdrawn, the Owner may not be able to continue to provide the services or products or use or disclose personal data or information of the Hirer for the purposes as stated in the Owner’s privacy policy unless the Hirer or such individual, as the case may be, subsequently give their separate express consent to the Owner.
• (c)  The Hirer grants to the Owner his consent to use personal data and the information of individuals disclosed by the Hirer to the Owner for the purposes of sending advertising, marketing and promotional materials in relation to the products or services of the Owner.
• (d)  Any consent the Hirer gives pursuant to the terms and conditions of this Agreement in relation to personal data shall survive the Hirer’s death, incapacity, bankruptcy or insolvency, as the case may be, and the termination of this Agreement.
• (e)  In the event of conflict or inconsistency between the terms and conditions of this Agreement and the Data Privacy Policy, the terms and conditions of this Agreement shall prevail.

• (a)  This Agreement shall be binding upon and inure to the benefit of the Owner, Hirer and their successors in title and assigns and any reference in this Agreement to any party shall be construed accordingly. All undertakings, agreements, representations and warranties given, made or entered into by the Hirer under this Agreement shall survive the making of any assignments hereunder.
• (b)  The Owner shall have the right to transfer or assign its rights and/or obligations of this Agreement to any third party at any time in the Owner's sole discretion without the Hirer’s consent.
• (c)  The Hirer shall be permitted to request the Owner to assign its right, title and interest in the Goods arising out of this Agreement, such request being conditional upon the following terms:
  • (i)  the Hirer shall give the Owner the requisite period of notice of such intention or in absence of such notice, pay interest in lieu thereof as specified in the Schedule;
  • (ii)  the Hirer shall rectify and make good all defaults (if any) under this Agreement including but not limited to payment of all overdue instalments and all accrued fees, charges and default interest;
  • (iii)  deliver to the Owner an assignment in writing in a form and content satisfactory to the Owner which contains an undertaking from the assignee to pay the Owner the net balance due under this Agreement;
  • (iv)  pay to the Owner the additional charges as specified in the Schedule and all reasonable costs incurred by the Owner (including legal costs) arising from such assignment.

• (a)  In addition to any lien, right of set-off or any other rights which the Owner may have, the Owner shall be entitled at any time, without notice to the Hirer, to combine or consolidate all or any of the Hirer’s account(s) maintained by the Hirer with the Owner, and/or any liability, whether alone or jointly with any other person with or to the Owner anywhere, or set-off or transfer any sum or sums standing to the credit of the Hirer in one or more of such accounts (whether arising out of this Agreement or otherwise) in or towards satisfaction of any of the Hirer's liabilities whether alone or jointly with any other person to the Owner or any other account or in any other respect whether such liabilities be actual or contingent primary or collateral. For this purpose, the Owner shall be entitled to convert any balance on any such account(s) in any currency into any other currency at such time and at such rate as may be determined by the Owner and the rights herein conferred shall be exercisable notwithstanding the termination of this Agreement.
• (b)  The Hirer agrees that the Owner shall appropriate and apply any payments made by or on behalf of the Hirer to the Owner to the principal or terms charges or interest, any debt or liability arising from or in connection with this Agreement or such other sums as the Owner may deem fit at its absolute discretion notwithstanding any specific appropriation purported to have been made by the Hirer unless prohibited by the Act, where the Act is applicable, or any applicable law.
• (c)  The Hirer expressly agrees and authorises the Owner to retain the surplus proceeds of the sale of the Goods or any monies standing to the Hirer’s credit under this Agreement, and at any time or times without notice, apply, set-off, combine or consolidate any or all such surplus proceeds of sale or sums of money standing to the Hirer’s credit to pay, reduce and/or settle the Hirer’s liabilities to the Owner, now or in future due, owing or incurred in any manner to the Owner, whether as principal or surety and whether solely or jointly or jointly and severally with any other person or persons, whether actually or contingently and in whatever name or style.

The Owner shall not be responsible or liable for any Loss which the Hirer may incur where such Loss arises from any event or circumstance that is not reasonably within the Owner’s control, regardless of the duration of such event or circumstance. Such events include earthquakes, fires, floods, storms, pandemics, natural disasters or other acts of God, wars, acts of terrorism, military action, riots, civil unrest or other disturbances, strikes, industrial disputes or other industrial actions, imposition of currency exchange controls or restrictions, embargoes, changes to laws and regulations or other governmental action, mechanical errors or malfunctions in any machines or systems, sabotage, fluctuations or failures in power supply or telecommunication networks, disruptions to the Internet, computer viruses, or the failure of any financial market infrastructure.

• (a)  This Agreement constitutes the entire agreement between the parties to this Agreement with respect to the subject matter hereof and all warranties, representations and undertakings, terms and conditions not expressly contained in this Agreement whether arising by reason of statute or common law or otherwise are excluded and no variations hereof shall be effective unless made in writing.
• (b)  This Agreement constitutes the final agreement between parties and supersedes and cancels in all respects all previous agreements, indulgences and undertakings amongst the parties, whether such be written or oral. The parties agree that in entering into this Agreement, they have not relied on any previous representations, agreements, indulgences and undertakings.

The illegality, invalidity or unenforceability of any provision of this Agreement under the laws of any jurisdiction shall not affect its legality, validity or enforceability under the laws of any other jurisdiction nor the legality, validity or enforceability of any other provision. If any one or more of the provisions contained in this Agreement shall be deemed invalid, unlawful or unenforceable in any respect under any applicable law, the validity, legality and enforceability of the remaining provisions contained therein shall not in any way be affected or impaired but this Agreement shall be construed as if such invalid, unlawful or unenforceable provision had never been contained therein.

Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 2001 to enforce any term or condition of this Agreement, and notwithstanding any term of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability) or termination.

This Agreement shall be governed by and construed in accordance with the laws of Singapore. The Hirer irrevocably submits to the exclusive jurisdiction of the Singapore courts. The Hirer may only bring an action or proceeding against the Owner in the Singapore courts. The Owner may bring an action or proceeding against the Hirer in the courts of any jurisdiction, including any jurisdiction where the Hirer may be resident or where the Hirer may own assets.

• (a)  The terms and conditions contained in this Agreement in favour of the Owner shall be in addition to and not in substitution for the terms and conditions implied by law in favour of the Owner except insofar as such implied terms and conditions are inconsistent with the Act.
• (b)  This Agreement shall not be determined or in any way be prejudiced or affected by any reconstruction effected by the Owner including an amalgamation with any other company or body nor shall this Agreement in any way be prejudiced or affected by any reconstruction or amalgamation affecting the Hirer (in the case of the Hirer being a company).
• (c)  The Owner reserves the right to review this Agreement at any time and from time to time, irrespective of whether an Event of Default has occurred, amend, modify, revise, cancel, withdraw, substitute and/or replace any terms and conditions in this Agreement including any applicable interest rates or payment sums stated in the Schedule and such change of terms shall take effect on the date specified in the notice being served on the Hirer. The Owner will use reasonable endeavours to provide the Hirer with 30 days’ advance notice for any amendment relating to fees, charges and the Hirer’s liabilities or obligations, unless the amendment is clarificatory in nature, required for compliance with applicable law (which may take effect immediately) or time sensitive, or it is not practicable to do so.
• (d)  The Owner may at its sole discretion appoint one or more agents, contractors or representatives to carry out or exercise or procure the carrying out of any of the Owner's obligations, rights or powers under this Agreement. The Owner shall not be liable for any act or omission of an agent, contractor or representative except to the extent required by law. For the avoidance of doubt, no notice or consent from the Hirer shall be required to appoint such agent, contractor or representative, and such appointment shall not confer upon any agent, contractor or representative any exclusive right or authority in relation to the Goods.

This Clause applies where the Hirer is, has been or becomes registered, enrolled or otherwise authorised to use the Grab Platform, whether before, on or after the date of the Agreement.

• (a)  The Hirer acknowledges and agrees that the Owner may collect, receive, request and use, on a continuing basis throughout the Hire Term and thereafter to the extent permitted by Applicable Law, any and all relevant data, information and records relating to the Hirer that Grab holds or has access to by reason of the Hirer's use of the Grab Platform (the “Platform Data”), including but not limited to:
  • (i)  driving frequency, including the number of trips undertaken and hours driven;
  • (ii)  active days, including days on which the Hirer was logged into or available on the Grab Platform;
  • (iii)  earnings data, including gross and net earnings, incentives, bonuses and tips received by the Hirer through the Grab Platform;
  • (iv)  telematics data, including driving behaviour scores, safety ratings and driver performance metrics;
  • (v)  trip data, including trip routes, trip durations, pickup and drop-off locations and passenger ratings; and
  • (vi)  such other data points as may be available from, or provided by, Grab to the Owner from time to time.
• (b)  The Hirer irrevocably consents to Grab disclosing, sharing and transferring the Platform Data to the Owner, its related corporations, agents, contractors, service providers and representatives, for the purposes set out in sub-clause (c) below.
• (c)  The Hirer irrevocably consents to the Owner, its related corporations, agents, contractors, service providers and representatives collecting, using, processing, storing and disclosing the Platform Data for any one or more of the following purposes:
  • (i)  credit assessment, credit underwriting, credit scoring and credit decisioning;
  • (ii)  credit monitoring and ongoing review of the Hirer’s creditworthiness;
  • (iii)  risk management, including portfolio risk management and concentration risk management;
  • (iv)  collections and debt recovery, including the determination of collection strategies;
  • (v)  loan restructuring, hardship assessment and the variation of payment terms;
  • (vi)  compliance with Applicable Law and any request, requirement, order or directive of any regulatory, governmental, fiscal, tax, monetary, supervisory or other authority; and
  • (vii)  such other purposes as the Owner may notify the Hirer from time to time.
• (d)  The collection, use, processing and disclosure of the Platform Data by the Owner shall be conducted in accordance with the Data Privacy Policy.

This Clause shall apply only where the Owner notifies the Hirer that the Tracking Device has been installed on the Goods. Where there is no Tracking Device installed on the Goods, the provisions of this Clause shall be of no force or effect in respect of the Agreement. The Hirer acknowledges that the Owner’s willingness to enter into the Agreement on any preferential interest rate benefit is by reason of the installation of the Tracking Device on the Goods (the “KD Preferential Rate Benefit”), is conditional on the Hirer’s agreement to this Clause, and that this Clause is an integral part of the Agreement in respect of the KD Preferential Rate Benefit.

• (a)  The Hirer acknowledges and agrees that: (i) a Tracking Device has been installed on the Goods prior to the commencement of the Hire Term; (ii) the Tracking Device is and shall remain the property of the Owner, Grab or such other person as the Owner may notify the Hirer; and (iii) the Tracking Device shall remain installed on, and operative in respect of, the Goods for the entire duration of the Hire Term.
• (b)  The Hirer shall not install, cause to be installed or permit the installation of any device or equipment that may interfere with the operation or functionality of the Tracking Device.
• (c)  The Owner and/or its agents (which expression shall include, without limitation, Grab and any service provider or contractor appointed by the Owner or Grab) may, at any time during the Hire Term, replace, repair, reinstall, upgrade, reconfigure or install a new Tracking Device on the Goods. The Hirer shall provide all reasonable assistance and co-operation, make the Goods available at such times and locations as the Owner may reasonably notify, and permit the Owner and/or its agents to access the Goods for any such purpose.
• (d)  The Hirer acknowledges and agrees that the Tracking Device collects, records and transmits to the Owner and/or Grab the Vehicle Data. The Hirer irrevocably consents to the collection, recording, use, processing, storage, transmission and disclosure of the Vehicle Data by the Owner, Grab and their respective related corporations, agents, contractors, service providers and representatives, for any one or more of the following purposes: (i) vehicle tracking, monitoring, location and recovery; (ii) risk assessment, risk management and underwriting; (iii) credit assessment, credit monitoring, credit scoring and collections; (iv) debt recovery, repossession of the Goods and the enforcement of any rights or remedies under the Agreement; (v) compliance with applicable law and any request, requirement, order or directive of any regulatory, governmental, fiscal, tax, monetary, supervisory or other authority; (vi) the prevention, detection and investigation of fraud, money laundering, terrorism financing or other unlawful activity; and (vii) such other purposes as the Owner may notify the Hirer from time to time.
• (e)  Without prejudice to Clause 9, each of the following shall constitute an Event of Default under this Agreement: (a) the Hirer tampers with, damages, disables, removes, deactivates, obscures, shields or interferes with the Tracking Device; (b) the Hirer installs or causes to be installed any device or equipment that interferes with the operation or functionality of the Tracking Device; (c) the Hirer refuses or fails to make the Goods available for the replacement, repair, reinstallation, upgrade, reconfiguration or installation of the Tracking Device; or (d) the Hirer withdraws or purports to withdraw any consent given under this Clause.
• (f)  The collection, use, processing and disclosure of the Vehicle Data by the Owner shall be conducted in accordance with the Data Privacy Policy.
• (g)  If the Tracking Device is disabled, deactivated, removed or rendered non-functional for any reason, and the Hirer fails to cooperate with the Owner and/or its agents to effect a repair or replacement of the Tracking Device within sixty (60) days of the date of the Owner’s written notification to the Hirer requiring such cooperation (the “Remediation Period”), the Owner shall be entitled, without prejudice to any other rights or remedies under this Agreement, to: (a) charge the Hirer a one-time fee (as determined by the Owner from time to time) to reverse the KD Preferential Rate Benefit; and (b) with effect from the expiry of the Remediation Period, cease to apply the KD Preferential Rate Benefit, whereupon the applicable interest rate under this Agreement shall automatically be revised to the Owner’s prevailing standard interest rate for hire purchase agreements of the same or similar tenor and amount, and the Hirer shall be liable to pay all instalments recalculated on the basis of such prevailing standard interest rate for the remainder of the Hire Term.

The Hirer shall permit, and irrevocably authorises, the Owner to instruct Grab (and/or the relevant Grab entity operating the Grab driver app credit balance) to deduct any and all amounts outstanding from the Hirer to the Owner under or in connection with the Agreement. Grab (and/or the relevant Grab entity) shall, upon receipt of such instructions from the Owner, have the right to deduct all such outstanding amounts from the Hirer’s Grab driver app credit balance (or any successor account or balance maintained by the Hirer with Grab). The operation, scope, conditions, notice requirements and consumer protection safeguards applicable to such deductions shall be as notified by the Owner to the Hirer from time to time.

The Owner intends to issue an approval advice or letter of offer setting out the final loan terms applicable to the Hirer (the “Approval Advice”), and the Hirer acknowledges that Schedule A or Schedule B (as the case may be) will be populated by the Owner based on the details of the Approval Advice and this shall include the applied interest rate.

The Owner will impose charges for an early settlement of this Hire Purchase Agreement. The method for calculating the balance payable upon such early settlement is as follows:

Balance payable for Early Settlement = Balance Originally Payable less Instalment(s) paid less Interest Rebate

Formula Used for calculating Interest Rebate

IR= { [n ( n + 1 )] / [ N ( N + 1 ) ] } x TC x 80% :-

Where IR represents Interest Rebate due to the Hirer, n represents the unexpired period of hiring expressed in months;

N represents the original hire period of hiring expressed in months;

and TC represents the total amount of terms charges payable under this Hire Purchase Agreement.

For example, assume that the Hire Purchase Amount is S$70,000.00 and the term is 5 years at a flat (advance) interest rate of 2.20% p.a. The Terms Charges would be S$7,700.00 and the Balance Originally Payable would be S$77,700.00. If the Hirer repays the entire balance outstanding after making 8 instalments of S$1,295.00 each punctually, the net balance payable will be S$62,701.49 (excluding Early Settlement fees, Processing fees and interest in lieu of notice, if any, which shall be additionally payable).

Early settlement fees:

• (a)  For Early Settlement within 24 months from the date which the hiring of the Goods commenced – 3% of Hire Purchase Amount and such other charges as may be imposed by the Owner.
• (b)  For Early Settlement after 24 months from the date which the hiring of the Goods commenced – 2% of Hire Purchase Amount and such other charges as may be imposed by the Owner.

Processing fees: S$800.00

Notice required: 1 month’s notice in writing or 1 month’s interest in lieu thereof

The Owner will impose charges for the assignment of rights, title and interests under this Hire Purchase Agreement to a new Owner. The method for calculating the balance payable upon such assignment is as follows:

Balance payable for Assignment = Balance Originally Payable less Instalment(s) paid less Interest Rebate

In addition, Processing Fees and Interest in lieu of Notice period required (if any), will be payable by the Hirer.

Formula Used for calculating Interest Rebate

IR = { [n ( n + 1 )] / [ N ( N + 1 ) ] } x TC x 80% :-

Where IR represents Interest Rebate due to the Hirer; n represents the unexpired period of hiring expressed in months;

N represents the original hire period of hiring expressed in months;

and TC represents the total amount of terms charges payable under this Hire Purchase Agreement.

For example, assume that the Hire Purchase Amount is S$65,000.00 and the term is 5 years at a flat (advance) interest rate of 2.00% p.a. The Terms Charges would be S$6,500.00 and the Balance Originally Payable would be S$71,500.00. If the Hirer assigns the Hire Purchase after making 10 instalments of S$1,192.00 each punctually, the net balance payable will be S$55,957.05 (excluding Processing fees and interest in lieu of notice, if any, which shall be additionally payable).

Processing fees:

• (a)  For assignment within 24 months from the date which the hiring of the Goods commenced – 3% of Hire Purchase Amount and such other charges as may be imposed by the Owner.
• (b)  For assignment after 24 months from the date which the hiring of the Goods commenced – 2% of Hire Purchase Amount and such other charges as may be imposed by the Owner.

Notice period required: 1 month’s notice in writing or 1 month’s interest in lieu thereof.

PROVIDED that no accelerated settlement may be made under this Hire Purchase Agreement except with the Owner’s consent and approval. The Owner’s agents have no authority to receive any accelerated settlement and any receipt issued by the Owner’s agents for any accelerated settlement shall not amount to a valid discharge thereof. Any instalments or payments sent to the Owner by post shall be at the Hirer’s risk. Please note that GXS Bank Pte. Ltd. is a member of the Singapore Commercial Credit Bureau and the Credit Bureau of Singapore (collectively, the “Credit Bureaus”). Accordingly, the Hirer’s prompt payment record will contribute positively towards the Hirer’s credit profile with the Credit Bureaus.

For the avoidance of any doubt, the Hirer hereby acknowledges and confirms that:-

• (a)  upon the Hirer signing this Hire Purchase Agreement, the Hirer received the Initial Schedule which contains the items set out in the Second Schedule to the Act (to the extent such information is available at the time of application). The Hirer acknowledges that certain items in the Second Schedule (including, without limitation, the COE details, freight, vehicle registration number and date of commencement of instalment payments) will only be populated after the Approval Advice has been issued in accordance with Clause 14(c), and the Hirer has read and understood the contents of the Initial Schedule;
  • (b)  the Hirer further acknowledges that once the Approval Advice has been issued, Schedule B will be populated with the details of the loan as set out in the Approval Advice, and at the time this Hire Purchase Agreement becomes effective, the Hirer will receive the populated Schedule B which contains all items set out in the Second Schedule to the Act;
  • (c)  the Hirer has not, before signing this Hire Purchase Agreement or at the time of signing this Hire Purchase Agreement, made known to the Owner expressly or otherwise, any particular purpose for which the said Goods are required;
  • (d)  the Hirer is aware that the Goods are second-hand goods and the contents of Clause 5 of this Hire Purchase Agreement relating to second-hand goods were brought to the Hirer’s notice prior to the Hirer signing this Hire Purchase Agreement¹;
  • (e)  the Hirer has examined the Goods and the Goods are in good order and in good working condition and to the Hirer’s satisfaction in every aspect; and
  • (f)  the Hirer has taken delivery of the Goods in good order and in good working condition on the date of this Hire Purchase Agreement.
• • ¹ This shall only apply where the Goods are second-hand goods.

• (applicable where this Hire Purchase Agreement is governed by the Hire Purchase Act)
• Please take note that under the provisions of the Hire Purchase Act 1969:
  • (a)  the Hirer is entitled to a copy of the Hire Purchase Agreement and a statement of account if the Hirer makes a written request for either or both. The Hirer may not request such a copy or a statement more than once in 3 months. Statements will be supplied without charge. A copy of the Hire Purchase Agreement will be sent in response to the Hirer’s first request without charge. With any second or subsequent request, the Hirer must send the appropriate fee (which cannot exceed such amount as may be prescribed);
  • (b)  with the written consent of the Owner, the Hirer can assign the Hirer’s rights under this Hire Purchase Agreement and the Owner may not unreasonably refuse to consent;
  • (e)  if the Hirer is unable to pay the instalments, the Hirer is entitled to return the Goods to the Owner at the Hirer’s own expense, but if the Hirer does so, the Hirer will be liable to pay an amount sufficient to cover the loss suffered by the Owner.
  • (c)  the Hirer may, by notice in writing to the Owner, require the Owner to assign the Owner’s rights, title and interests under this Hire Purchase Agreement to another person;
  • (d)  the Hirer has the right to complete this Hire Purchase Agreement at any time; and
  • (e) if the Hirer is unable to pay the installments, the Hirer is entitled to return the Goods to the Owner at the Hirer’s own expense, but if the Hirer does so, the Hirer will be liable to pay an amount sufficient to cover the loss suffered by the Owner.

• The Hirer declares and agrees that he has read and understood this Hire Purchase Agreement comprising the Initial Schedule and the Hire Purchase Agreement Standard Terms and Conditions attached, and all provisions hereto and that these have been brought to his attention and he agrees to be bound by the same. For the avoidance of doubt, the Hirer acknowledges that Schedule A or Schedule B (as the case may be) will be populated by the Owner after the Approval Advice has been issued pursuant to Clause 14(c), and the Hirer agrees to be bound by such Schedule A or Schedule B (as the case may be) as so populated by the Owner.