DPO and Supplier agree to the terms and conditions herein in respect of the supplies made by Supplier in response to the purchases by DPO. Parties acknowledge that this is a computer-generated document where no signature is required. Upon issuance of Purchase Order, all purchases by DPO shall be governed by the Terms and Conditions of Purchases herein and the terms appearing on the front page of the Purchase Order provided always when there is separate contract which has been signed and expressly acknowledged by the Parties to govern purchases, then the separate contract terms shall also govern the supplies and prevail over inconsistent Terms. Notwithstanding any quotation terms, acknowledgement, order confirmation or other communication which may differ from these agreed terms, the Purchase Order shall be performed without the additional or different terms. Where deemed applicable by DPO, any reference to DPO shall include DPO legal entity placing the Purchase Order with the Supplier, its parent, related or associated companies and/or subsidiaries.

    1. In this Terms, the following expressions will unless the context otherwise requires have the following meaning:-
      1. “Parties” means the contracting party whose name appear for DPO and Supplier respectively in the Purchase Order. Jointly referred to as Parties and individually as Party;
      2. “Products” means the items detailed in the Purchase Order and supplied by the Supplier;
      3. “Purchase Order” means the document detailing the purchase by DPO from the Supplier with description of Products, any delivery date and quantity of purchase to be detailed for delivery of the Products. It is issued as firm purchase of Products for due delivery;
      4. “Supply Contract” means a contract for sale of the Products by the Supplier to DPO under Clause 2 herein and incorporating the Terms and, if applicable, the agreed terms of the separate contract signed and acknowledged by the Parties to govern the purchase detailed in the Purchase Order; and
      5. “Terms” means the Terms and Conditions of Purchases detailed herein and the terms appearing on the front page of the PO.
    2. All references to this Terms shall include any Supply Contract unless otherwise stated.
    3. Time for doing any act or thing under this Terms will if it ends on a Saturday, Sunday or Parties’ statutory or public holiday, be deemed to end on the day next following which is not a Saturday, Sunday or DPO’s statutory or public holiday.
    1. The Parties shall perform each Supply Contract subject to the provisions herein when a Purchase Order from DPO is issued to the Supplier save that DPO reserves the right to cancel and withdraw any undelivered Products for Supply Contract at no charge if customer cancels the order placed with DPO.
    2.  Any Purchase Order issued in accordance with this Terms shall be deemed an acceptance by DPO of the Supplier’s standing offer for the supply of the Products to DPO.
    1. Supplier agrees to supply the Products to DPO in accordance with the agreed pricing structure detailed in the Purchase Order.
    2. The agreed pricing structure is the maximum price payable by DPO for the Products.
    3. The Supplier warrants that the agreed pricing structure for the Products is no less favourable that the price offered to any other purchaser of that Products or products in substantially similar quantities or qualities from the Supplier.
    4. When the Supplier offers more favourable prices to any other purchaser of the Products or similar products, it shall immediately offer the more favourable prices to DPO.
    5. Unless otherwise stated in the respective Purchase Order, prices shall include all import or other taxes imposed on the supply of the Products and Supplier shall include in the pricing all applicable sales taxes, exercise and custom duties. All invoices must quote the respective Purchase Order number.
    6. The Supplier agrees to waive all claims on deliveries made more than one (1) year and any interest and penalties which may be charged to DPO. DPO shall effect payment of undisputed invoices and all payments shall be subject to DPO’s right of set-off.
    1. Products shall be packed and shipped according to instructions in the Supply Contract and any requirements detailed in the Purchase Order, and shall be in compliance with applicable laws and commercial practice to ensure safe arrival at destination at the lowest transportation costs.
    2. Supplier shall deliver the Products to the place of delivery designated by DPO for each Supply Contract in accordance with details in the respective Purchase Order.
    3. Any delivery date stated in the Purchase Order shall be of essence. In the event the Supplier does not deliver the Products on time, DPO shall automatically acquire a right to terminate the Supply Contract and upon demand, the Supplier shall refund forthwith all monies paid within Fourteen (14) days from the date of notification in writing to the Supplier and be responsible to all losses suffered by DPO which caused by such late delivery or non delivery.
    4. No purchases shall be subject to staggered delivery. If there is more than one delivery for a Supply Contract, DPO may reject the partial delivery.
    5. All title to the Products shall pass to DPO upon delivery of Products as agreed under each Supply Contract.
    1. Payments shall not be deemed acceptance of Products or waiver of rights by DPO.
    2. DPO is entitled to reject any deliveries if the supply fails to meet the terms agreed for the Supply Contract, Supplier shall bear all costs, expense and charges of DPO incurred as a result thereof.
    3. DPO may at its option return any rejected Products for credit, replacement, or refund without prejudice to DPO’s right to claim against the Supplier under the law.
    1. Supplier represents and warrants on satisfactory quality, merchantability, fitness for purpose of the Products and the Products comply with all applicable laws. DPO shall utilize any warranty given by the manufacturer of the Products in addition to any claim against the Supplier.
    2. Supplier warrants that it has the capacity and authority to agree on the terms for the Supply Contract. By performing the Supply Contract, it is not and will not be in breach of any express or implied obligations to any third party binding upon it.
    1. The Parties shall regard all commercially sensitive information, including pricing, as confidential information and shall not divulge it without the written approval of the other.
    2. Confidential information shall not include information which:-
      1. already known (without restriction or breach of this provisions) to the recipient party; or
      2. is or becomes publicly known through no wrongful act of the recipient party; or
      3. is rightfully received from a third party without similar restriction and without breach of any obligation of confidentiality; or
      4. is independently developed by the recipient party without breach of this provision; or
      5. is approved for release by written authorisation of the furnishing party, to the extent of such written authorisation.
    3. The provisions of this Clause shall survive the termination or completion of each Supply Contract.
    1. If damage or defects in the Products is asserted against DPO, DPO shall at its sole option be compensated by Supplier by either replacement of damaged or defective Products, or a credit or refund of the purchase price for the relevant Products without prejudice to DPO’s right to claim against the Supplier under the law. All costs, expenses and charges arising including recall of defective Products shall be borne by the Supplier.
    2. The Supplier shall indemnify and keep DPO harmless from any claims by any parties as a result of the breach of the agreed terms for Supply Contract and by virtue of any act or omission of the Supplier, its parent, subsidiaries or associated companies, supplier, servant, agent or representative.
    1. Each Party must make all reasonable efforts to minimize Force Majeure event.
    2. DPO shall not be responsible for any delay or failure to perform any of its obligations herein if the event is caused by circumstances beyond its reasonable control or otherwise unavoidable including without limitation acts of God, government orders, rules or restrictions, generally caused by food borne illness, food scare or food safety concern, fire, flood, war, strikes or any other casualties or contingencies, and a reasonable extension of time shall be allowed to effect performance of its obligations or at DPO’s option, Supply Contract shall be cancelled wholly or partly.
    1. No addition to or modification of any provision of this Terms shall be binding upon the Parties unless made by a written instrument signed by duly authorised representative of each of the Parties.
    1. Preservation of other claims If a Party breaches (including repudiates) the Terms, nothing herein will prejudice the right of the other Party to recover damages or exercise any other right or remedy.
    2. Notice of default If Supplier fails to punctually comply with the Terms, DPO is entitled to seek alternative supply on Supplier’s costs and without notice to the Supplier.
    3. Effect of default If Supplier suffers an event of insolvency or otherwise in the opinion of DPO that it is in such financial circumstances as to prejudice proper performance of the Terms, fails to remedy a default within the period stated in the notice or the default cannot be remedied, DPO may by written notice to Supplier terminate the Supply Contract without liability.
    4. Effect of termination On receipt of a notice of termination from DPO, Supplier must immediately do everything possible to mitigate any costs resulting from the termination; and take any other action relating to termination that DPO may reasonably require.
    1. The Supplier shall not solicit, or encourage or permit any organization directly or indirectly controlled by the Supplier to solicit (1) any employee of DPO to leave the employ of DPO; and (2) for employment, hire or engage as an independent contractor, any person who was employed by DPO.
    2. The Supplier shall be restrained from inducing or attempting to induce any customer, principal, agent, broker or supplier, licensee or business relation of DPO to cease doing business with DPO, or in any way interfere with the relationship between DPO and the customer, principal, agent, broker or supplier, licensee or business relation of DPO.
    1. Neither Party shall assign or subcontract any part of the Supply Contract without the written consent of the other Party.
    1. No agency, employment or partnership is created by this Terms.
    2. Any notice to be given shall be in writing, if delivered by hand or by telegram or by telex or by other method of rapid written communication shall be deemed received on the day of writing provided always that a notice dispatched by means of facsimile machines or via the internet will not be accepted as good notice unless an acknowledgement of its receipt is obtained.
    3. This Terms is governed by and will be interpreted in accordance with the laws of DPO office as stated on the Purchase Order and Parties shall submit to the non-exclusive court jurisdiction in the country that the DPO office located. All international convention will not apply to this Purchase Order.
    4. The waiver of any Terms does not operate as a waiver of another provision or of a continuing breach of that provision in the Terms. Unless provided otherwise, failure to exercise or any delay in exercising any right, power or privilege by any Party does not operate as a waiver of that right, power or privilege.
    5. If any provision of this Terms is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity and enforceability of the remaining provisions of the Terms shall not be affected or impaired thereby.