Pengurusan Air Selangor Sdn Bhd (201401006213) Head Office, Jalan Pantai Baharu, 59200 Kuala Lumpur, Malaysia Confidential Purchase Order Document No PO0000063355 Document Date 13-NOV-2023 Revision 0 Purchase Order / Contract Sum 2,121.80 MYR Framework Agreement No Not Applicable Vendor: FARIKH RESOURCES M-4-23 PANGSAPURI BAIDURI PERSIARAN BANDAR TASIK KESUMA 43700 BERANANG, SELANGOR MALAYSIA ZAHRAH zahrah HJ AB ABDULRAHMAN [email protected] +60 3 87244313 Purchaser Bill To: Ship To: PENGURUSAN AIR SELANGOR SDN BHD (201401006213) ACCOUNTS PAYABLE DEPARTMENT TINGKAT 1, IBU PEJABAT AIR SELANGOR JALAN PANTAI BAHARU 59200 KUALA LUMPUR WILAYAH PERSEKUTUAN MALAYSIA PENGURUSAN AIR SELANGOR SDN. BHD. WILAYAH HULU LANGAT JALAN SEMENYIH 43000 KAJANG SELANGOR DARUL EHSAN MALAYSIA Subject MEMBEKAL DAN MENGHANTAR BARANG-BARANG PANTRI BAGI BULAN NOVEMBER 2023 DI PEJABAT PENGURUSAN AIR SELANGOR WILAYAH HULU LANGAT Commencement Date Expiry Date 16/11/2023 17/12/2023 Vendor Number Payment Terms (Days) Incoterms 12253 Net 60 DDP 1
Pengurusan Air Selangor Sdn Bhd (201401006213) Head Office, Jalan Pantai Baharu, 59200 Kuala Lumpur, Malaysia Confidential Purchaser's Procurement Contact Details Contact Details for Delivery NORWAHIDA BINTI ABDUL WAHAB [email protected] +603 ENGKU MOHD AIDIL BIN ENGKU MOHD NAWI [email protected] +603 172066224 Important Notes 2
Pengurusan Air Selangor Sdn Bhd (201401006213) Head Office, Jalan Pantai Baharu, 59200 Kuala Lumpur, Malaysia Confidential Purchase Order Line Item Delivery Date Price Quantity UOM Total Amount Currency 1 Lipton Tea 100 sachet/box 17/12/2023 15.90 12 BOX 190.80 MYR 2 Nescafe Classic Refill (200gm) 17/12/2023 23.00 20 PAC 460.00 MYR 3 Milo Actigen Refill 1kg 17/12/2023 23.00 20 PAC 460.00 MYR 4 F&N sweetened Condensed Filled Milk 515gm 17/12/2023 6.00 120 NO 720.00 MYR 5 Prai Coarse Grain Sugar 1 kg 17/12/2023 4.00 24 NO 96.00 MYR 6 Axion Lemon Dishwashing Paste 350 gm 17/12/2023 6.00 15 NO 90.00 MYR 7 Scotch Bite Sponge (1 pct/ 3 pcs) 17/12/2023 7.00 15 PAC 105.00 MYR TOTAL (Inclusive of SST if applicable): 2,121.80 MYR 1. By accepting this Purchase Order via the Supplier Portal, Vendor confirms agreement and acceptance of all terms and conditions of this Purchase Order including the Terms and Conditions and all other annexures, attachments and / or other documents attached hereto, which shall apply and form an integral part of this Purchase Order. 2. In the event this is a Purchase Order issued pursuant to a Framework Agreement as stipulated herein, the terms and conditions as appended herein and referred to in item 1 shall not apply and this Purchase Order shall be subjected to the terms and conditions stipulated on the said Framework Agreement. 3. Vendor shall perform acceptance of this Purchase Order electronically in the Supplier Portal, not later than five (5) days from the date of receipt hereof, failing which, the Company reserves the right to cancel this Purchase Order. 4. Vendor shall not propose any alternative or additional or omission to the Terms & Conditions of this Purchase Order. This Purchase Order is computer generated and has been approved by Pengurusan Air Selangor Sdn Bhd's Authorised Signatory. No Signature is required. 3
GENERAL TERMS AND CONDITIONS FOR PURCHASE ORDER Document No. N/A 1. DEFINITIONS 1.1 "Charges / Prices" means the total charges / prices for the Services and/or the Supply specified in the Cover Page Purchase Order. 1.2 "Contract Administrator (C.A.)" means an authorised person who has been appointed by the Company to manage and administer all matters pertaining to the Services and/or the Supply provided under this Purchase Order. 1.3 "Company" or "Purchaser" or "Air Selangor" or "AIS" means Pengurusan Air Selangor Sdn. Bhd. (Registration Number: 201401006213). 1.4 "Cover Page Purchase Order" means the cover page forming this Purchase Order. 1.5 "Deliverables" means the deliverables specified in the Cover Page Purchase Order. 1.6 "Goods" means all goods to be supplied and/or delivered by the Vendor in accordance with this Purchase Order. 1.7 "Purchase Order" means the Cover Page Purchase Order, this General T&C and the appendices, annexures and/or attachments. 1.8 "Services" means all services and/or works to be performed by the Vendor specified in Appendix 1 of this Purchase Order. 1.9 "Site" means any location specified in this Purchase Order. 1.10 "Specifications" means the specifications, descriptions, scope, schedules, quality, delivery lead time, performance parameters, delivery technical documents, technical manuals and/or requirements in respect of the Services and/or the Supply specified in Appendix 1 of this P urchase Order. 1.11 "Supply" means all supply and/or delivery of the Goods to be performed by the Vendor specified in Appendix 1 of this Purchase Order. 1.12 "Term of Purchase Order" means the duration of this Purchase Order commencing from the commencement date until the expiry date, both as specified at the Cover Page Purchase Order. 1.13 "Vendor" means the party specified in the Cover Page Purchase Order. 1.14 "Warranty Period" means the 12 months period immediately following the acceptance of the Goods acknowledged by the Company in writing or such other duration as may be specified in this Purchase Order. 2. ACCEPTANCE AGREEMENT This Purchase Order shall be deemed accepted by the Vendor upon the Vendor's 4
acknowledgement. The Company objects to any terms proposed by the Vendor in the Vendor' s acceptance or acknowledgement of the Company's offer which add to, vary from, or conflict with this General T&C. 3. SPECIFICATIONS 3.1 The performance of the Services and/or delivery of the Goods by the Vendor to the Company shall comply strictly with the Company's Specifications. In the absence of such Specifications, then the performance of the Services shall be in accordance with general acceptable industry standards, and delivery of the Goods shall be in accordance with the manufacturer's prevailing published specifications. 3.2 The Services and/or the Supply shall be free from any faults and defects, failing which the Company may reject any such Services and/or Supply without any liability whatsoever to the Vendor. 3.3 The Vendor shall at the Company's request, re-perform, repair or make good the Services not meeting the Specifications and/or re-deliver, replace, repair or make good defective Goods or items not meeting the Specifications, at the Vendor's own costs and expenses. 4. PEFORMANCE OF SERVICES / DELIVERY OF GOODS 4.1 The Vendor shall perform the Services and/or deliver the Goods in strict adherence with the performance / implementation schedule and/or delivery date as stated in this Purchase Order. 4.2 In the event any parts assigned for the Goods are changed due to obsolescence, substitution or other reasons, the Vendor shall notify the Company in writing together with appropriate supporting documents evidencing the proposed change and the Company shall agree in writing to such change before delivery of the Goods. The Vendor shall be responsible for supplying all labour, tools, equipment and materials to perform such approved change to the Goods without any additional charge to the Company. 4.3 Unless otherwise specified, the Vendor shall complete the performance of the Services and/or deliver the full quantity of the Goods to the Company's satisfaction before any payment will become due from the Company. In the event of partial performance of the Services and/or partial delivery of the Goods, the Company reserves the right to reject the partial performance of the Services and/or partial delivery of the Goods. The Vendor shall indemnify and hold harmless the Company from all costs and expenses which may be incurred by the Company including without limitation, taxes, duties, freight and warehousing charges. 5. WARRANTY ON THE GOODS 5.1 The Vendor shall provide all labour, materials, tools, equipment, personnel, supervision, and facilities necessary to supply and/or deliver the Goods, in strict accordance with this General T&C and any schedules, the Specifications, drawings, the Company's instruction books or service manuals and other documents specifically attached to or referenced in this Purchase Order. The Vendor expressly warrants that all Goods supplied and/or delivered under this Purchase Order shall be merchantable, free from defects in material and workmanship, of the highest quality, and shall conform to all applicable specifications and appropriate industry standards. If the Vendor knows or has reason to know the particular purpose for which the Company intends to use the Goods, the Vendor warrants that such Goods shall be fit for such particular purpose. The Vendor further warrants that the Goods are wholly new and contain new components and parts throughout. 5.2 The Vendor warrants that it has the right to grant and hereby grants to the Company a nonexclusive, perpetual, royalty-free license to use the Goods. These warranties shall survive inspection, acceptance and payment. If any defect occurs within the Warranty Period, the Vendor shall, at its own costs and expenses repair or replace the Goods, failing which the 5
Company may repair or replace the same and the Vendor shall reimburse to the Company all costs and expenses including, without limitation, transportation and reinstallation costs, taxes and customs duties incurred by the Company. 5.3 The Warranty Period on repaired or replaced Goods shall commence from the date of successful repair or replacement. The Vendor shall indemnify and hold the Company harmless for all damages arising out of any breach of these warranties. In addition to the warranties above, the Vendor shall extend all warranties it receives from its supplier to the Company. The breach of the warranties set forth in this provision, or any other term of this Purchase Order shall entitle the Company to all available remedies under this Purchase Order and applicable laws. The Vendor further expressly warrants that the Goods provided under this Purchase Order shall not infringe any party's intellectual property rights. 6. INVOICING AND PAYMENT 6.1 Unless otherwise mutually agreed in writing, payment for this Purchase Order shall be remitted within 60 days from the date of receipt by the Company of the correct and complete original invoice containing itemised description of all expenses, charges, costs, description and appropriate supporting documents evidencing receipt of the Deliverables by the Company. The Charges / Prices for the Services, the Supply, equipment / materials, software licence fees and royalties, if applicable, shall be separately itemized. An incorrect invoice or an invoice without appropriate supporting documents will be returned to the Vendor by the Company for re-issuance. All invoices shall be submitted to the Company upon receipt by the Company of the Deliverables in good order at the Site specified in this Purchase Order or satisfactory performance of the Deliverables, or such other time as may be agreed by the parties in writing and specified in this Purchase Order. 6.2 For avoidance of doubt, if the 60th day falls on a gazetted public holiday in Federal Territory of Kuala Lumpur, then the next working day shall be deemed to be the due date for payment. 6.3 The Company shall have the right at all times to withhold or set-off any amount due or payable to the Vendor against any claim or charge the Company may have against the Vendor under this Purchase Order or any other contract that the Vendor may have with the Company. The payment shall not constitute acceptance or approval of the Deliverables or waiver by the Company of any of its right under this Purchase Order. 7. CHARGES / PRICES Unless otherwise stated in this Purchase Order, the Charges / Prices shall be fixed and no escalation shall be allowed. The Charges / Prices shall be inclusive of sales tax, service tax and all other taxes including but not limited to export, import, value-added, use local excise, personal property, withholding and all other relevant taxes and charges which may be levied, imposed or assessed by the Government of Malaysia and/or any other relevant authorities, and all other incidental costs including without limitation all transportation, freight, insurance and packing charges in connection with the Services and/or the Supply. 8. PERFORMANCE BOND AND/OR DESIGN GUARANTEE BOND (IF APPLICABLE) If required by the Company and as specified in this Purchase Order, the Vendor shall deliver to the Company a performance bond or design guarantee bond (whichever is applicable) within the period as determined by the Company in the amount and which shall remain in full force for the guaranteed period and in accordance with such format, policy and procedure as may be stipulated by the Company. 9. TAXES AND DUTIES 9.1 The Company reserves the right to withhold taxes on payment due to the Vendor if such withholdings are required by law. The payment by the Company to the relevant government 6
authority of the amount of money withheld shall relieve the Company from any further obligations to the Vendor with respect to any amount so withheld. 9.2 In the event the Goods are imported under the Company's customs duty exemption, the Vendor shall not dispose or otherwise deal in such Goods including without limitation, any scrap or damaged materials, without prior written consent of the Company. 10. LIQUIDATED AND ASCERTAINED DAMAGES Without prejudice to the Company's other rights in this Purchase Order and/or at law, if the Vendor fails to perform the Services and/or deliver the Goods in accordance with the performance / implementation schedule or delivery date as stated in this Purchase Order or within any extension of time approved by the C.A., the Vendor shall pay Liquidated and Ascertained Damages ("LAD") for each day of delay calculated commencing from the date(s) stipulated in the performance/implementation schedule or the delivery date stated in this P urchase Order up to such time that the performance of the Services is completed and/or the Goods delivered at the rate stipulated in the Cover Page Purchase Order. In the absence of such LAD rate at the Cover Page Purchase Order, the parties agree that the LAD shall be at the rate of 0.25% per day of the Charges / Prices provided that the total LAD shall not exceed 10% of theCharges. 11. INDEMNITY 11.1 The Vendor shall indemnify the Company and hold it harmless against all claims, proceedings, demands and causes of action brought against the Company in respect of any:- (a) breach of this General T&C; (b) damage or loss arising from a claim that the Company's use of the Services and/or the Goods infringes the intellectual property rights of any third parties including without limitation, the patent, copyright, trade secret or other proprietary rights of third parties; (c) damage, loss (due to theft or otherwise), injury, including death, to any person or property arising out of acts or omissions (whether negligent or otherwise) of the Vendor, its servants, agents and/or sub-vendors except if the injury, death or property damage or loss is caused by the sole negligence of the Company, and the Vendor shall pay on behalf of the Company, all costs, damages, legal fees and other reasonable expenses associated with such actions or claims. 11.2 The Vendor shall be entirely responsible for and shall make good any damage to, destruction of or loss (due to theft or otherwise) of any property of the Company or its servants or agents or any other person at the sites caused directly or indirectly by any act or omission (whether negligent or otherwise) of the Vendor, its permitted assignee and sub-vendor or any person employed or appointed by the Vendor. The Vendor's obligation to indemnify and make good pursuant to this Clause 11.2 shall continue and survive the cancellation, expiration or termination of this Purchase Order. 12. COMPLIANCE WITH LAW The Vendor shall comply and ensure compliance by its employees, servants, agents or subvendors with the Company's health and safety procedure and all applicable laws which include any rules, regulations, ordinances, by-laws and directions of any government authority. The Vendor shall indemnify and hold the Company safe and harmless against all claims, demands, losses, fined and penalties which in any way resulting from the Vendor's failure to comply with such applicable laws. This includes securing by the Vendor of all necessary import permits or licences whenever applicable. 7
13. BRIBERY AND CORRUPT GIFTS The Vendor shall not offer or give or agree to give or cause to be offered or given to any person who is the Company's employee, servant or agent, any gifts or consideration of any kind as an inducement or reward to show favour in obtaining of or in the execution of this Purchase Order which shall be deemed to be a bribery or corrupt gifts from the Vendor to such person in which event the Company is entitled to immediately terminate this Purchase Order without incurring any liability to the Vendor and without prejudice to the Company's other rights and remedies. If at any time from the acceptance of the tender / quotation, the Vendor shall have committed an act for which he is subsequently arrested or charged for an offence under the Malaysian Anti-Corruption Commission Act 2009 ("Act"), or of dishonesty or an offence of like nature under any law for the time being in force, the Company may immediately terminate this Purchase Order. Any act or attempt to corruptly offer or give, solicit or receive any gratification to and from any person in connection with this procurement is a criminal offence under the Act. 14. SUB-CONTRACTING AND THE VENDOR'S PERSONNEL The Vendor shall be responsible for all acts of its employees, servants, agents and/or subvendors performing the Services and/or delivery of the Goods pursuant to this Purchase Order. 15. SAFETY 15.1 In compliance with Section 15 of the Occupational Safety & Health Act 1994 and in accordance with the Company's Health and Safety Policy ("Policy"), the Vendor agrees that the Vendor shall use its best endeavours to ensure that the Policy is strictly enforced and adhered to. In the event that the Vendor employs any agent or sub-vendor, the Vendor shall ensure that the Policy is being strictly adhered to by the agent and/or sub-vendor. The Company shall have the right to prevent the Vendor or its agent or sub-vendor from entering into the Site or to take any other reasonable action if there has been any non-adherence to the Policy. 15.2 The Vendor shall further ensure that all the employees and workers of the Vendor and its subvendor who are engaged in the performance of the Services and/or delivery of the Goods shall have valid safety card issued by the Company and shall display the safety card (if applicable) at all times when working at the Site and/or the Company's office(s). 16. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS All items in any medium prepared or originated for the Vendor or by the Vendor for the Company at the Company's request in connection with the Services and/or the Goods shall be the exclusive property of the Company. The Vendor hereby assigns and transfers to the Company by way of present assignment and transfers all present and future rights, title and interest in and to such items including without limitation, intellectual property rights. For avoidance of doubt, the Vendor shall continuously liable and shall fully and effectively indemnify and keep the Company indemnified from and against all losses, liabilities, action, claims, demands, charges, expenses, costs (including but not limited to legal costs on solicitors and client basis) and proceedings for or on account of infringement of any of intellectual property rights from the Services and/or the Goods under this Purchase Order. 17. FORCE MAJEURE 17.1 Neither the Vendor nor the Company shall be liable for failure of performance due to contingency beyond its control such as act of God, war, insurrection, rebellion, act of sabotage by an extremist or public enemy ("Event of Force Majeure"). If the performance of the Services and/or delivery of the Goods are to be delayed by Event of Force Majeure, the Vendor shall immediately notify the Company in writing and the Company may either:- 8
(a) extend time for performance of the Services and/or delivery of the Goods in writing; or (b) terminate all or part of the uncompleted portion of this Purchase Order at no cost to the Company. 17.2 Financial distress is not an Event of Force Majeure. 18. CONFIDENTIALITY 18.1 The Vendor shall not (directly or indirectly) disclose, divulge, reveal, copy, report, publish, circulate, use, sell, transfer, deal in or otherwise appropriate or exploit any information (whether or not any such information has been marked or designated as being confidential or otherwise by the Company) communicated or made available to the Vendor or discovered by it in the course of performing this Purchase Order or use the same for any purpose other than to perform this Purchase Order without the prior written consent of the Company. 18.2 The Vendor shall limit the disclosure of such information stated in Clause 18.1 of this Purchase Order to its employees and agents on a specific need to know basis and the Vendor shall ensure that such employees and agents are bound by the same undertaking. 18.3 The Vendor shall not disclose or divulge to any third party any information, document or any part of such information and document:- (a) derived from, or prepared for, this Purchase Order; or (b) regarding the nature and progress of the Services and/or the Supply, without prior written approval of the Company. 18.4 All documents provided by the Company and any copies made must be returned to the Company upon termination or expiration of this Purchase Order. 18.5 The Vendor shall be liable for the care of all information and document prepared by the Vendor or entrusted to it by the Company until handed over or returned by the Vendor to the Company. 18.6 The provisions of this Clause 18 shall survive the termination or expiration of this Purchase Order whether by completion of the Services and/or the Supply or otherwise and shall at all times be enforceable at law and in equity and shall inure for the benefit and be enforceable by the Company and the Company's successors-in-title and permitted assigns and shall be binding upon the Vendor and its successors-in-title and permitted assigns. 19. PERSONAL DATA PROTECTION Each party shall comply at all times with the relevant laws relating to processing and protection of personal data, including without limitation, the Personal Data Protection Act 2010 and to not perform its obligations under this Purchase Order in such a way as to cause the other party to breach any of its applicable obligations under such relevant laws. 20. TERMINATION 20.1 The Company may terminate this Purchase Order forthwith by giving written notice to the Vendor if:- (a) the Vendor breaches any of the terms and conditions of this Purchase Order and/or fails to perform any of its obligations stated in this Purchase Order; or 9
(b) the Vendor defaults or breaches any other contracts that the Vendor may have with the Company; or (c) the Vendor goes into liquidation or have a receiving order being made against it or compound with its creditors or being a corporation has a winding up petition (other than a voluntary winding up petition for purpose of amalgamation or reconstruction) presented against it or carry on business under a receiver for the benefit of all or any of its creditors. 20.2 The Company may terminate this Purchase Order for its convenience without assigning any reason upon giving prior written notice of 14 days to the Vendor. In such event the Vendor and the Company shall in good faith and upon commercially reasonable basis mutually agree on the quantum of termination charges (if any) and where prior cancellation charges have been agreed, such agreed charges shall apply PROVIDED THAT such cancellation charges shall only be the actual costs and expenses incurred by the Vendor up to the date of termination which shall in no event exceed the Charges / Prices PROVIDED THAT the Vendor submits a claim for such charges to the Company within 14 days of receipt of the termination notice. The Company shall have no other liability arising out of the termination and shall be entitled to receive all Services and/or Supply in progress or completed as at the date of termination of this Purchase Order. 20.3 Upon the termination of this Purchase Order for any reason whatsoever, the parties' obligations pursuant to this Purchase Order, unless otherwise expressly stipulated, shall come to an end and the Vendor shall:- (a) immediately stop all further works in relation to this Purchase Order; (b) terminate any sub-contracts entered into in relation to this Purchase Order; and (c) perform all Services and/or deliver all Goods in progress or completed as at the date of termination. 20.4 The Company shall not be liable to the Vendor for any loss, damages, costs, expenses and/or claims including but not limited to the loss of income or profit arising out of such termination, except for any antecedent breach of this Purchase Order. 20.5 Notwithstanding termination or expiration of this Purchase Order, Clauses 5, 6, 11, 12, 13, 16, 18, 19, 20, 25 and 29 (where applicable) shall remain binding on parties. 21. CONFLICTING TERMS AND CONDITIONS 21.1 The following order of precedence shall apply in the event of any conflict in the documents comprising this Purchase Order:- (a) written instructions or specified terms stated by the Company in this Purchase Order based on consideration on a case-by-case basis (if any); (b) attachments attached to this Purchase Order; and (c) this General T&C. 21.2 In the event any conflict in any of the documents comprised in this Purchase Order, the Vendor shall immediately consult C.A. for a resolution before proceeding with the works. The decision of C.A. shall be final and binding. 22. MODIFICATION AND AMENDMENT 10
Any changes to this Purchase Order, including but not limited to any variation to the quantity / types of order and performance / delivery date shall be made via the issuance of a revised Purchase Order or a new Purchase Order duly approved and/or signed by the authorised representative of the Company, which shall supersede and cancel the preceding Purchase Order. None of the provision provided in this General T&C may be modified except by written instrument signed by an authorized representative of each party against which such modifications are sought to be enforced. Each performance of the Services and/or delivery of the Goods received by the Company from the Vendor shall be deemed to be made pursuant to this General T&C without any amendment, variation or modification in whatsoever format or medium. 23. INSURANCE Without prejudice to the Vendor's indemnity set forth in this Purchase Order, the Vendor shall affect or cause to be affected a comprehensive general liability and property damage insurance ("InsurancePolicy") to cover the Services and/or the Supply to be carried out pursuant to this Purchase Order and shall be adequate to protect the Company from the said risks and claims. The Company shall be included as an insured party under the Insurance Policy. It is expressly agreed that the responsibility and liability for any loss and damage to the Vendor's property shall remain solely with the Vendor. 24. INDEPENDENT VENDOR 24.1 The Vendor hereby agrees that:- (a) it is engaged in an independent business and will perform its obligations in this Purchase Order as an independent vendor and not as the agent or employee of the Company; (b) it does not have the authority to act for or on behalf of the Company or to bind the Company in any respect whatsoever, or to incur any debts or liabilities on behalf of the Company; (c) it shall be solely responsible for all acts of its employees, agents and sub-vendors performing any work or the Services and/or deliver the Goods pursuant to this Purchase Order; and (d) it shall be solely responsible for all matters relating to payment of its employees, servants, agents and/or sub-vendors including, without limitation, compliance with workmen's compensation, personal accident insurance, personal income tax, dues or levies and work permits. 24.2 The Vendor shall indemnify and hold the Company harmless from any causes of action arising out of the Vendor's liability to its employees, servants, agents and/or sub-vendors. 25. RECORDS AND AUDITS The Vendor shall maintain complete and accurate records of all charges incurred by the Company under this Purchase Order in accordance with generally accepted accounting principles, for a period of 7 years from the date of receipt of payment. The Company shall have the right to inspect the Vendor's records upon reasonable notice and to retain copies of such records. 26. JOINT AND SEVERAL LIABILITY If more than one party is referred to in this Purchase Order as the Vendor, its obligation shall be joint and several. 27. ASSIGNMENT, NOVATION AND SUB-CONTRACTING 11
27.1 The Vendor shall not assign, novate, sub-contract, transfer and/or delegate the Vendor's obligation under this Purchase Order without prior written consent of the Company. 27.2 Notwithstanding anything to the contrary, in the event that the Vendor wishes to assign and/or novate any right to receive from or make payment to the Company, the Vendor shall obtain prior written consent from C.A. Such consents, if given, shall not relieve the Vendor from the Vendor's obligations and liabilities under this Purchase Order and it shall be responsible for the due observance by such permitted assignee(s) of this General T&C. The Vendor shall also be responsible for the acts, defaults or neglects of any permitted assignee(s), agents, servants or workmen. 28. LABOUR Whenever any actual or potential labour dispute delays or threatens to delay the performance of this Purchase Order, the Vendor shall immediately give notice in writing to the Company with all information relevant to the dispute including the period of time expected to resolve such dispute. The occurrence of labour dispute shall not affect the fact that time is of the essence of this Purchase Order. The Company shall be able to sue for damages if it opts to do so and all costs and expenses including legal costs and other costs involved in late performance of the Services and deliveries of Goods will be solely borne by the Vendor. 29. GOVERNING LAW This Purchase Order shall be governed by and construed in accordance with the laws of Malaysia. The courts of Malaysia shall have the exclusive jurisdiction to hear and determine all actions and proceedings arising out of this Purchase Order. 30. NON-WAIVER Any delay or failure by the Company in enforcing any right provided for by this Purchase Order shall not be deemed a waiver by the Company of such rights under this Purchase Order. No rights, remedies or warranties available to the Company under this Purchase Order or by operation of law are waived or modified unless expressly waived or modified by the Company in writing. 31. SEVERABILITY If any provision of this Purchase Order is held to be illegal or contrary to public policy or otherwise unenforceable, such invalidity and non-enforceability shall be deemed eliminated or modified to the extent which in a court's opinion, it is necessary to make the remainder of the provision enforceable. 32. NOTICE All notices and other communications in this Purchase Order shall be in writing. Notices shall be deemed to have been properly served:- (a) in the case of delivery in person, at the time of delivery (with acknowledgment of receipt); (b) in the case of delivery by normal post, at the expiration of 3 days after the same have been posted and in proving the same, it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted; (c) in the case of delivery by registered post, upon receiving the acknowledgment of receipt (AR card); (d) in the case of delivery by email, at the time the email enters the recipient's mail server unless a non-delivery notice is received within 1 day of sending the email. 12
33. E-COMMUNICATION AND SIGNATURE The parties consent to electronic communication and electronic signatures being equal to signatures inked on paper. The parties acknowledge and agree that electronic communication is an acceptable method of communicating information from one party to another party without having to communicate the same on paper subject always to Clause 32 of this Purchase Order. Any electronic communication and electronic signature that has been sent or signed in the past, present, or future between the parties will hold the same force and effect as a document signed and inked on paper. 34. NON-EXCLUSIVE CONTRACT This Purchase Order is a non-exclusive contract, and the Company reserves the right to engage any vendors, consultants, contractors, advisers or any other persons to perform any part of this Purchase Order and to undertake any services or supply which is similar or identical to the Services and/or the Supply. 35. USE OF FOREIGN LABOUR The Vendor shall employ only Malaysian citizens as workmen unless the Vendor has obtained approval from the Ministry of Human Resources to employ non-Malaysian citizens (" Foreign Workers"). The Vendor shall ensure that valid working permit and all laws of Malaysia in connection to the Foreign Workers have been complied with before and during the performance of this Purchase Order. The Vendor shall not employ any person who is not lawfully employable under the applicable labour and immigration laws and regulations of Malaysia in connection with the performance of the Services and/or delivery of the Goods. Any violation due to employing illegal foreign workers by the Vendor in the performance of this Purchase Order shall amount to breach of this Purchase Order and will result in immediate termination. 36. TIME OF THE ESSENCE Time wherever mentioned in this Purchase Order shall be of the essence. 37. ENTIRE AGREEMENT This Purchase Order constitutes the entire agreement between the Vendor and the Company and supersedes all prior oral and/or written communications between the parties with respect of the Deliverables. (The remainder of this page is intentionally left blank) 13
APPENDIX 1 The Services, the Supply and the Specifications Please see overleaf (The remainder of this page is intentionally left blank) 14