THIS AGREEMENT is made this (insert date) day of (insert month) , (insert year) between ________ (Comp No.________,) a company incorporated in Malaysia and having their principal address [registered address] at ________ ( shall hereinafter referred to as “______”) of the one part AND __________ (Comp No. _____) a company incorporated in Malaysia and having its principal business at ______ (hereinafter referred to as “_____”) of the other part.

RECITAL

The parties hereto have agreed to enter into a contract to stipulate the standard terms and condition and covenants pursuant whereto the Buyers may purchase and the Supplier shall supply goods and/or services (hereinafter referred to as “the items”)

IT IS HEREBY AGREED AS FOLLOWS:

1. Agreement

1.1 The Buyer may purchase and the Supplier shall sell to the Buyers the items for the entire duration of the Contract period (hereinafter defined) upon the terms and conditions (hereinafter called ‘the Standard Conditions’) contained herein.

2. Contract Period

2.1 This Agreement shall commence on the ____ day of ____ 2019 and expire on the ____ day of ____ 2000 (hereinafter referred to as “the expiration period’). Thereafter, this agreement shall automatically be renewed for successive one(1) year term unless either party provides written notice of its intention not to renew no later than ninety (90) days prior to the commencement of any renewal term.

2.2 The Buyers shall have the option to stipulate that the items purchased within the contract period may be schedule for delivery within a period of six (6) calender months after the Expiration period.

3. Overridding Standard Conditions

3.1 The standard conditions stipulated herein shall govern the supply and purchase of the items between the supplier and the buyers and such standard condition shall not in any manner whatsoever be amended waived varied or modified except by the written consent of the buyers.

3.2 For the avoidance of doubt, any other terms and conditions and stipulations contained in any acceptance letter, invoice, packing list or any other documents or instrument used by the Supplier which are in conflict or are inconsistent with the provisions of the standard conditions shall not be valid and/or binding on the buyer.

4. Price

4.1 The supplier hereby agrees that the prices stipulated in the first schedule hereto and marked as “annexure A” of this agreement shall be subjected to the provisions hereof remain fixed or decline for the duration of the contract period. any price revision shall be documented and substituted by a revised and agreed annexure a, which shall be effective immediately.

4.2 The supplier further warrants that the prices fixed to the buyers shall always be the supplier’s lowest price (notwithstanding of any special terms, conditions, rebates or allowances of any nature). In the event that the Supplier sells any items to any third party at a lesser price than the prices set forth herein, the Supplier shall adjust its price to the lower price for any un-invoiced items and for all future invoices for such items.

4.3 In the event that the supplier offers a lower price either as a general price decrease or only to some customer(s) for any reasons, the supplier shall immediately inform the buyers of this price and price protects buyer’s inventory of affected items by rebating to the buyers an amount equal to the difference in the price paid by the buyers and the lower price for all such items.

4.4 Failure on the part of the supplier to comply with clause 4.2 and 4.3 above shall entitle the buyers to claim any price differences from the first date of such occurrence till the date of most recent transactions.

4.5 The buyers shall have the option to return non-custom items purchased from the supplier (within ninety (90) days from the date of receipt of these items) provided always that the same is returned in unopened, original, individual items packaging for a credit against any outstanding or future supplier’s invoices.

4.6 All applicable taxes and other charges such as duties, customs, tariffs, imposts and government imposed surchages shall be stipulated on the supplier’s invoice separately and be borned by the supplier.

4.7. The parties hereby unconditionally agree that save and except for the additional costs expressly described in annexure A, otherwise the buyers shall not be liable in any manner whatsover for other additional costs incured by the supplier and thus would not entertain any requests for reimbursement except wher the buyers prior written approval has been obtained.