PURCHASE ORDER TERMS & CONDITIONS

Preamble

These Terms & Conditions, together with the Purchase Order (PO) document to which they are attached or referenced, constitute the entire agreement between Splendid Recipe Sdn. Bhd. BRN: 2011 0102 0837 (the "Buyer") and the supplier named on the PO (the "Supplier") for the procurement of goods and/or services. Acceptance of this PO by the Supplier is strictly limited to these terms.

1. Acceptance and Agreement

1.1. Acceptance: This PO is an offer by the Buyer to purchase the goods and/or services described. Acceptance of this offer is expressly limited to the terms and conditions herein. Any proposal by the Supplier for additional or different terms is objected to and hereby rejected.

1.2. Governing Terms: The Supplier's acceptance of this PO, shipment of the goods, or commencement of work shall constitute an agreement to all terms and conditions set forth herein. No modification of these terms shall be binding unless agreed to in writing and signed by an authorized representative of the Buyer.

1.3. Entire Agreement: This PO, including these terms, constitutes the entire agreement between the parties and supersedes all prior agreements, representations, or understandings.

2. Pricing, Invoicing, and Payment

2.1. Price: The price for the goods and/or services is the firm price stated on the face of this PO and is not subject to increase unless authorized by a written Change Order.

2.2. Additional Charges: No additional charges (e.g., for packaging, insurance, shipping, or taxes) are allowed unless specifically authorized and itemized on the face of the PO.

2.3. Taxes: All prices are deemed inclusive of any applicable local, state, or federal taxes, including the Sales and Services Tax (SST), which the Supplier is responsible for declaring and remitting.

2.4. Invoicing: The Supplier must submit a single, itemized, and accurate invoice referencing the PO Number. The invoice must be submitted to the accounts payable department after delivery is complete and accepted.

2.5. Payment Terms: Payment terms are [Net 30 days] from the later of (a) the date of receipt of a valid and accurate invoice, or (b) the date of complete and satisfactory delivery/acceptance of the goods or services.

3. Delivery and Acceptance

3.1. Delivery Date and Location: Delivery must be made on or before the Delivery Date and at the Delivery Location specified on the face of this PO. Time is of the essence.

3.2. Packaging and Shipping: Goods must be properly packed, marked, and shipped in accordance with good commercial practices. All shipments must include a packing slip referencing the PO number.

3.3. Risk of Loss: Risk of loss or damage shall remain with the Supplier until the goods are physically delivered to and accepted by the Buyer at the specified delivery location.

3.4. Inspection and Rejection: All goods are subject to the Buyer’s inspection, testing, and approval upon arrival. Non-conforming goods (e.g., defective, incorrect quantity, not meeting specifications) may be rejected and returned at the Supplier's expense and risk. Payment shall not constitute final acceptance.

3.5. Time is of the essence. In the event of any delay in delivery not excused by the Buyer in writing, the Buyer may, without prejudice to any other rights or remedies, impose liquidated damages of 1.0% of the total PO value per week or part thereof of delay. The maximum cumulative amount of liquidated damages shall not exceed 15% of the total PO value. The Buyer may also procure substitute goods or services elsewhere and hold the Supplier liable for any resulting excess costs.

4. Warranties

4.1. Standard Warranty: The Supplier warrants that all goods delivered shall be (a) new, (b) free from defects in material and workmanship, (c) conform strictly to the specifications, drawings, samples, or other descriptions specified in this PO, and (d) be fit for the particular purpose for which they are intended (i.e., paper cup packaging).

4.2. Duration: These warranties shall survive inspection, acceptance, and payment, and run for a period of [30 days] from the date of acceptance.

5. Quality, Compliance, and Indemnity

5.1. Material Quality/Specification: The packaging products must meet all specifications required for food contact/safety (if applicable) and relevant industry standards for composition and cleanliness. The Supplier shall provide Certificates of Analysis (CoA) or other material certifications upon request.

5.2. Compliance with Laws: The Supplier warrants that the goods and their manufacture, storage, and delivery comply with all applicable Malaysian and international laws, regulations, and standards, including but not limited to those related to health, safety, environmental protection, and food safety (if applicable).

5.3. Indemnity: The Supplier shall, at its sole cost and expense, defend, indemnify, and hold harmless the Buyer, its officers, directors, employees, agents, affiliates, and customers (collectively, the "Indemnitees") from and against any and all claims, demands, liabilities, suits, actions, losses, damages, settlements, and expenses (including, without limitation, reasonable legal fees and costs) arising out of, relating to, or resulting from:

a. Defective Goods: Any defect, real or alleged, in the design, manufacture, labelling, or delivery of the goods.

b. Breach of Warranty: Any actual or alleged breach of any warranty, representation, or covenant made by the Supplier in this PO.

c. Non-Compliance: Any failure by the Supplier to comply with applicable laws or standards.

d. Intellectual Property Infringement: Any claim that the goods, or the use, sale, or import of the goods, infringe or misappropriate any intellectual property right of a third party.

6. Product Recall and/or Consumer Claims

6.1. If any goods are, or are reasonably suspected to be, defective, unsafe, or non-compliant with specifications, or are subject to recall, regulatory action, or a written complaint from any customer or government authority, the Supplier shall immediately notify the Buyer and cooperate fully in all investigations and corrective actions.

The Supplier shall, at its sole cost and expense, take full responsibility for and:
(a) Replacement and Remediation: Collect, replace, or repair all affected goods, promptly and satisfactorily.

(b) Cost Reimbursement: Reimburse the Buyer for all costs directly or indirectly related to the event, including, but not limited to: the costs of recall execution, warehousing, logistics, testing, product destruction, notification/communication expenses, and any compensation or refunds paid by the Buyer to its customers.

(c) Full Indemnity: Indemnify the Buyer and the Indemnitees (as defined in Clause 5.3) for all resulting third-party claims, demands, liabilities, suits, actions, losses, damages, settlements, and legal expenses.

7. Termination and Remedies

6.1. Termination for Cause: The Buyer may terminate this PO, in whole or in part, immediately upon written notice if the Supplier breaches any term, including failure to deliver on time, delivery of non-conforming goods, or any insolvency proceedings.

6.2. Remedies: In the event of breach or non-conformance, the Buyer may, at its option, (a) reject the goods and demand a full refund, (b) require immediate replacement or repair of the goods at the Supplier’s sole expense, or (c) purchase substitute goods from an alternate supplier and hold the Supplier liable for any excess costs incurred.

8. Governing Law and Dispute Resolution

7.1. Governing Law: This Purchase Order shall be governed by and construed in accordance with the laws of Malaysia.

7.2. Dispute Resolution: Any dispute arising out of or in connection with this PO shall be referred to and finally resolved by arbitration in Kuala Lumpur, Malaysia, in accordance with the rules of the Asian International Arbitration Centre (AIAC) for the time being in force.