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TERMS AND CONDITIONS OF PURCHASE

JG Containers (Malaysia) Sendirian Berhad
Company No.: 197001000219 (9432-X)

1. DEFINITIONS

  • “Seller” means the person who accepts a purchase order issued by JG for the supply of Goods, whose quotation is accepted by JG, or who other wise enters into a contract for the supply of Goods to JG based on the Conditions here in.

  • “Conditions” means the general terms and conditions set out in this document and (unless the context otherwise requires) any special termsand conditions agreed in writing between the Seller and JG.

  • “Contract” means a contract for the sale and purchase of the Goods by JG from the Seller, how so ever formed, to which these Conditions apply.

  • “Goods”means the goods including raw materials and/or services which the Seller is to supply in accordance with these Conditions.

  • “JG” means JG CONTAINERS (MALAYSIA) SDN BHD [Registration No. 197001000219 (0009432-X)] at its current registered office address at Lot No.114, Jalan Kebun, P.O. Box 16, 41700K lang, Selangor, Malaysia.

2. BASIS OF CONTRACT, QUOTATION, ORDER AND SPECIFICATION

  • Unless stated otherwise by JG, all quotations made by the Seller in whatever form arebinding on the Seller and constitute an irrevocable offer capable of acceptance by JG.

  • No quotation or order shall be deemed accepted unless and until confirmed in writing by JG. JG may accept or reject any quotation in whole or in part without providing reasons.

  • All purchase orders issued by JG are subject exclusively to these Conditions, which shall prevail over and exclude any terms proposed by the Seller.

  • The Seller shall be deemed to have accepted and agreed to be bound by these Conditions upon the earlier of: 

    a) the Seller confirming the purchase order;
    b) the Seller commencing performance; or
    c) delivery of any Goods to JG.

    No signature or written acknowledgement by the Seller shall be required for these Conditions to be legally binding.

 

3.  AMENDMENTS AND CANCELLATION

  • No alteration or modification to these Conditions shall be binding unless expressly agreed in writing by JG.

  • The Seller shall only be entitled to payment for Goods delivered and accepted prior to cancellation.

  • The Seller shall have no claim for loss of profit, over heads or conse quential loss arising from cancellation.

4.  PRICE

  • The price for the Goods shall be fixed and inclusive of all costs unless other wise agreed in writing by JG.

  • The Seller shall not increase the price forany reason whatsoever.

5.  PAYMENT

  • Payment shall be made with in the agreed payment terms or after the Goods are duly delivered and accepted by JG.

  • JG may with hold payment in respect of defective, non-conforming or disputed Goods.

  • Payment shall not constitute acceptance of the Goods.

6.  CARRIAGE AND DELIVERY

  • Delivery shall take place at JG’s nominated location.

  • Time for delivery shall be of the essence.

  • Risk shall remain with the Seller until delivery and acceptance by JG.

  • JG may reject any Goods delivered other wise than in accordance with the Contract.

7.  WARRANTIES

  • Compliance with Specifications

    The Seller undertakes that all Goods supplied under this Contract shall:

    a) strictly comply with the specifications agreed in writing between the parties from time to time (“Specifications”);

    b) be free from contamination, foreign substances, defects and impurities;

    c) be of merchantable quality and fit for the purpose of manufacturing;

    d) comply with all applicable laws, regulations and industry standards; and

    e) correspond with any sample, description or technical data provided.


  • Case-by-Case Specifications

    The Specifications for each batch or order shall be as set out in:

    a) the relevant purchase order; and/or

    b) any written technical specification sheet agreed between the parties; and/or

    c) such notification given by JG to the Seller by any means of communication from time to time.

  • Responsibility for Manufacturer

    The Seller shall remain fully responsible for the acts, omissions and defaults of its manufacturer, subcontractors and upstream suppliers as if they were the Seller’s own.

  • Presumption of Non-Compliance

    If any raw materials supplied are found to be contaminated, defective or unsuitable for production use, such raw materials shall be deemed to be non-compliant with this Contract, regardless of whether Specifications were expressly agreed.

  • Seller to Verify Suitability

    The Seller warrants that it has independently verified that the raw materials are suitable for JG’s intended manufacturing process and end-use.

8. INDEMNITYANDLIABILITY

  • Indemnity

    The Seller shall fully indemnify and keep indemnified JG against all losses, damages, costs, expenses and all claims by third party or retail purchasers(including legal costs on a full indemnity basis), claims, liabilities and consequential losses arising out of or in connection with:

    a) any breach of this Contract;

    b) any failure of the raw materials or Goods to comply with the Specifications;

    c) any contamination, defect or non-conformity in the raw materials or Goods howsoever arising;

    d) any defect in finished products caused by the raw materials or Goods;

    e) any product recall, customer claim, regulatory action or third-party claim arising from defect in the Goods or the raw materials.

  • No Limitation of Liability

    No limitation or exclusion of liability proposed by the Seller shall apply. The Seller’s liability under this Contract shall be unlimited and the Seller agrees to fully indemnify and keep JG indemnified against all claims by any third party arising from the use of the Goods in the manufacturing or production by JG

  • Manufacturer Liability

    The Seller’s liability shall not be reduced or avoided by reason that the defect, contamination or non-compliance originated from its manufacturer or upstream supplier or by storage process, packing process, transportation or environmental issues. The Seller undertakes to procure corresponding indemnities from its manufacturer.

9.  TITLE AND RISK

  • Title to the Goods shall pass to JG up on delivery or payment, which ever occurs first.

  • Risk shall not pass until delivery and acceptance by

10. TERMINATION

  • JG may terminate the Contract at any time for convenience or for breach.

  • Up on termination, JG shall only beliable to pay for Goods delivered and accepted prior to termination.

11. FORCE MAJEURE

  •  JG shall not be liable for any failure to perform or delay in performance of its obligations under the Contract arising from any cause beyond its reasonable control, including but not limited to fire, flood, explosion, storm, strike, lockout, industrial action, civil unrest, war, governmental action, movement restriction, transport disruption, non-availability of raw materials, power failure, breakdown, legislation or any Act of God. Such failure or delay shall not entitle the Seller to any claim, compensation or price adjustment, and shall not affect the Seller’s obligation to perform or JG’s right to terminate the Contract at its discretion.

12. RETURN OF GOODS

  • JG may returnd efective or non-conforming Goods at the Seller’s

  • Returned Goods shall be refunded or replaced at JG’soption and asperJG’s specification.

13. SET OFF

  • JG may set off any amount sowed by the Seller against any sums payable to the Seller.

14. ASSIGNMENT

  • The Seller shall not assign or sub contract this Agreement without JG’s written consent and knowledge.

  • JG may assign the Contract to any related entity.

15. LAWAND JURISDICTION

  • This Contract shall be governed and inter preted according to the laws of Malaysia and the parties here to agree to submit to the jurisdiction of the Courts of Malaysia.

16. NOTICES

  • Any notice required to be given by either party to the other under these Conditions shall bein writing addressed to that otherpartyat its registered office or principal place of business or such other address as may have been notified pursuant to this provision to the partyg iving the notice. Such notice shall be by way of registered post (deemed delivered two (2) business days from the date of despatch) or in the case of electronic communication, at the time such electronic communication system used shows proof for the content and time of delivery and receipt of such electronic

17. SEVERANCE

  • Any provision or term of these Conditions which is or may be void or unenforceable shall to extent of such invalidity be deemed severable and shall not affect the remaining or any other provision or term here of.

18. WAIVER

  • Failure by JG at any time to enforce any of these Conditions shall not be construed as a waiver by JG of such Conditions or any other Conditions and JG shall be entitled to enforce any such breach at any time. Waiver of one or more of these Conditions by JG shall in no way affect the validity and/or enforceability of any other Condition herein.

19. GENERAL

  • No person who is not a party to this Contract (including any employee, officer, agent, representative or subcontractors of either party) shall have any rights to enforce any terms of this Contract.

  • No rule of construction shall apply to the disadvantage of a party because that Party prepared the Contract herein.

  • The terms and Conditions herein shall be binding upon the respectiveheirs, assignors, successors in title of the Parties here to.

  • The Contract shall constitute the entire Contract between the Parties and shall supersede prior agreements, promises, arrangements, negotiations, representations or implications.

Effective Date: 14 May 2026
Last Updated: 14 May 2026

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