BASIS OF THE SALE

1. PHP Group Sdn Bhd shall sell and the buyer shall purchase the Product in accordance with the PHP Group Sdn Bhd. Written quotation subject in either case to these Terms, which shall govern the Contract to the exclusion of any other terms.
2. No variation to these Terms shall be binding unless agreed in Writing by the authorized representatives Of PHP Group Sdn Bhd.
3. PHP Group Sdn Bhd employees or agents are not authorized to make any representations concerning the Goods unless confirmed by authorized representatives of PHP Group Sdn Bhd in writing. In entering into the Contract, the Buyer acknowledges that he/she does not rely on any representations, which are not so confirmed.
4. Any advice or recommendation given by employees or agents to the Buyer to the storage, application or use of the Goods which is not confirmed in Writing by the authorized representatives Of PHP Group Sdn Bhd is followed or acted on entirely at the Buyer’s own risk, and accordingly PHP Group Sdn Bhd shall not be liable for any such advice or recommendation which is not so confirmed.
5. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, Invoice or other document or information issued by PHP Group Sdn Bhd, shall be subject to correction without any liability on the part of PHP Group Sdn Bhd.

ORDERS AND SPECIFICATIONS

1. No order submitted by the Buyer shall be deemed to be accepted by PHP Group Sdn Bhd Unless and until confirmed in Writing by the PHP Group Sdn Bhd as authorized representative.
2. The buyer shall be responsible to PHP Group Sdn Bhd for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving PHP Group Sdn Bhd any necessary information relating to the Goods within a sufficient time to enable PHP Group Sdn Bhd to perform the contract in accordance with its terms.
3. The quantity, quality and description of the Goods and any specification for them shall be as set out in PHP Group Sdn Bhd quotation.
4. If the Goods are to be manufactured or any process is to be applied to the Goods by PHP Group Sdn Bhd in accordance with a specification submitted by the Buyer, the Buyer shall indemnify PHP Group Sdn Bhd against any loss, damages, costs and expenses awarded against or incurred by PHP Group Sdn Bhd in connection with, or paid or agreed to be paid by PHP Group Sdn Bhd. In settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from PHP Group Sdn Bhd use of the Buyer’s specification. 
5. PHP Group Sdn Bhd reserves the right to make any change in the specification of the Goods, which are required to conform to any applicable statutory or manufactured requirements.
6. No order which has been accepted by PHP Group Sdn Bhd may be cancelled by the buyer except with the agreement in Writing of PHP Group Sdn Bhd and on terms that the Buyer shall indemnify PHP Holding Sdn Bhd in full against all loss (including loss of profit), cost (including the cost of all labor and material used), damages, charges and expenses incurred by PHP Group Sdn Bhd as a result of cancellation.

PRICE OF THE GOODS

1. The price of the Goods shall be PHP Group Sdn Bhd quoted price or, all prices quoted are valid for 30 days only or until earlier acceptance by the Buyer, after which time they may be altered by PHP Group Sdn Bhd without giving notice to the buyer.
2. PHP Group Sdn Bhd reserves the right, by giving Written notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to PHP Group Sdn Bhd which is due to any factor beyond the control of PHP Group Sdn Bhd (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the coast of labor, materials or other costs of manufacture.)
3. Except as otherwise stated in the PHP Group Sdn Bhd. Written quotation and unless otherwise agreed in writing between the Buyer and PHP Group Sdn Bhd,all price are given by PHP Group Sdn Bhd on and ex works basis and where PHP Group Sdn Bhd agrees to deliver the Goods otherwise than at PHP Group Sdn Bhd premises, the Buyer shall be liable to pay PHP Group Sdn Bhd charges for transport, packaging and insurance of employee if any.

TERMS OF PAYMENT

1. Subject to any special terms agreed in Writing between the Buyer and PHP Group Sdn Bhd, the Buyer shall place deposit on sum agreed by PHP Group Sdn Bhd .before the Goods are delivered and or install by PHP Group Sdn Bhd if the buyer refuse to take the delivery of the goods within 7 days upon issuance of written notice by PHP Group Sdn Bhd than the said Deposit will be, forfeit without any further notice to the buyer. 
2. PHP Group Sdn Bhd may invoice the Buyer for the price of the Goods on or at any time of delivery of the Goods, unless the Goods are to be collected by the buyer or the buyer wrongly fails to take delivery of the Goods, in which event PHP Group Sdn Bhd shall be entitled to invoice the Buyer for the price at any time after the PHP Group Sdn Bhd has notified the Buyer that the Goods are ready for collection or PHP Group Sdn Bhd has tendered delivery of the Goods.
3. The Buyer shall pay price of the Goods within 30 days of the date of PHP Group Sdn Bhd invoice, and PHP Group Sdn Bhd shall the entitled to recover the price, notwithstanding tha delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract as appear overleaf. Receipts for payment will be issued only on request. 
4. If the buyer fails to make any payment on the due date then,without limiting any other right or remedy available to PHP Group Sdn Bhd may

• • cancel the contract or suspend any further deliveries to the buyer;
  • appropriate any payment made by the Buyer to such of the Goods as PHP Group Sdn Bhd;
  • charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate of 18 percent per annum or 1.5 percent per month from time to time, until payment in full is made.

DELIVERY

1. Delivery of the Goods shall be made the Buyer collecting the Goods at PHP Group Sdn Bhd premises at any time after PHP Group Sdn Bhd has notified the Buyer that Goods are ready for collection or if some other place for delivery is agreed by PHP Group Sdn Bhd and by delivering the goods to that place.
2. Any dates quoted for delivery of the Goods are approximate only and PHP Holding Sdn Bhd shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be the essence of the contract. 
3. If the buyer fails to take delivery of the Goods or fails to give PHP Holding Sdn Bhd adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the PHP Group Sdn Bhd fault) then, without limiting any other right or remedy available to PHP Group Sdn Bhd:

• • store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage within 7 days from the date when PHP Group Sdn Bhd notifies the buyer, Or
  • Sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the excess over the price under the Contract of charge the Buyer for any shortfall below the price under the Contract.

RISK AND PROPERTY

Risk of damage to or loss of the Goods shall pass to the Buyer:

1. in the case of Goods to be delivered at PHP Group Sdn Bhd premises at the time when PHP Group Sdn Bhd notifies the Buyer that the Goods are available for collection; Or
2. in the case of Goods to be delivered otherwise than at PHP Group Sdn Bhd premises at the time of delivery or, if the buyer wrongly fails to take delivery of the Goods, the time when PHP Group Sdn Bhd has tendered delivery of the Goods.
3. Notwithstanding delivery and passing of risk in the Goods, or any other Terms, the property in the Goods shall not pass to the Buyer until PHP Group Sdn Bhd has received in cash or cleared funds payment in full on the price of the Goods and all other goods agreed to be sold by PHP Group Sdn Bhd to the Buyer for which payment is then due.
4. Until such time as the property in the Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), PHP Group Sdn Bhd may at any time require the Buyer to deliver up the Goods to PHP Group Sdn Bhd, if the Buyer fails to do so forthwith, entered on any premises of the Buyer or any third party where the goods are stored and repossess the Goods upon reporting to police and relevant authorities.
5. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of PHP Group Sdn Bhd, but if the Buyer does so all moneys owing by the Buyer to PHP Group Sdn Bhd, shall (without limiting any other right or remedy of the PHP Group Sdn Bhd) forthwith become due and payable.

WARRANTIES AND LIABILITY

1. Subject to the following provision, PHP Group Sdn Bhd warrants that the goods will correspond with their specification at the time of delivery and will be free from defect in material and workmanship for a period of one (1) months from the date of their initial use.
2. The above warranty is given by PHP Group Sdn Bhd Subject to the following conditions:

• • PHP Group Sdn Bhd shall be under no liability in respect of any defect arising from fair wear, willful damage, negligence ,abnormal working condition, failure to follow PHP Group Sdn Bhd instruction (whether oral in Writing), misuse or alteration or repair of the Goods without PHP Group Sdn Bhd approval;
  • PHP Group Sdn Bhd shall be under no liability under the above warranty if the total price for the Goods has not been paid by the due date for payment:

The above Warranty does not extend to parts, material or equipment not manufactured by the manufacturer, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to PHP Group Sdn Bhd.

1. Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
2. A claim by the Buyer which is based on any defect in the quality or conditions of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to PHP Group Sdn Bhd within seven day from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the delivery is not refused, and the buyer does not notify PHP Group Sdn Bhd accordingly, the Buyer shall not be entitled to reject the Goods and PHP Group Sdn Bhd shall have no liability for such defect or failure, and Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
3. Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet specification is notified to PHP Group Sdn Bhd in accordance with these Terms, PHP Group Sdn Bhd may replace the Goods (or the part in question) free of charge or, at PHP Group Sdn Bhd sole discretion,refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case PHP Group Sdn Bhd shall have no further liability to the Buyer.
4. PHP Group Sdn Bhd shall not be liable to the Buyer or be deemed to be a breach of the contract by reason of any delay in performing, or any failure to perform, any of PHP Group Sdn Bhd obligations in relation to the Goods, if the delay or failure was due to any cause beyond PHP Group Sdn Bhd reasonable control Without limiting the foregoing, the following shall be regarded as cause beyond PHP Group Sdn Bhd reasonable control: 

• • Act of God, explosion, flood,tempest, fire or accident;
  • War or threat of war, sabotage, insurrection, civil disturbance or requisition;
  • Act, restrictions, regulation, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; 
  • Import or export regulation or embargoes;
  • Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of PHP Group Sdn Bhd or of a third party);
  • Difficulties in obtaining raw materials,fuel, parts or machinery;
  • Power failure or breakdown in machinery. 

INDEMNITY

If a claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property right of any other person, then the claim from the use of a drawing, design or specification supplied by the Buyer, PHP Group Sdn Bhd shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection or with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that;

1. PHP Group Sdn Bhd is given full control of any proceeding or negotiations in connection with the claim;
2. The Buyer shall give PHP Group Sdn Bhd all reasonable assistance for the purposes of any such proceedings or negotiations;
3. Except pursuant to a final award, the Buyer shall not pay or accept the claim, or compromise any such proceeding without the consent of PHP Group Sdn Bhd (which shall not be unreasonably withheld);
4. The Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavors to do);
5. PHP Group Sdn Bhd shall be entitled to the benefit of, and the Buyer shall accordingly account to PHP Group Sdn Bhd for, all damages and costs (if any) awarded in favor of the Buyer which are payable by,or agreed with the consent of the Buyer (Which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
6. without limiting any duty of the Buyer at common law, PHP Group Sdn Bhd may required the Buyer to take such steps as PHP Group Sdn Bhd may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which PHP Group Sdn Bhd is liable to indemnify the Buyer under this clause.

INSOLVENCY OF BUYER

1. This clause 9 applies if the Buyer makes a voluntary arrangement with its creditors or becomes bankrupt.
2. Without limiting any other right or remedy available to PHP Group Sdn Bhd, PHP Group Sdn Bhd may cancel the contract or suspended any further deliveries under the contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement to the contrary.

GENERAL

1. A notice required or permitted to be given by either party to the other under these Terms shall be in Writing addressed to that other party at its registered office or principal place of business or such other address may at the relevant time have been notified pursuant to this provision to the party giving the notice.
2. No waiver by PHP Group Sdn Bhd of any breach of the contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
3. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in Part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected.
4. The Contract shall be governed by laws of Malaysia and the Buyer agrees to submit to the non-exclusive jurisdiction of the Malaysian courts.