1. Application of These Terms

These Procurement Terms apply to:

• Requests for quotation submitted through P-Hub.
• Private catalogue purchases.
• Bulk-order and procurement-support requests.
• Orders submitted through a Member account.
• Orders submitted by email, telephone or authorised messaging.
• Purchase orders accepted through P-Hub.
• Products supplied by P-Hub or an approved Supplier.
• Delivery, inspection, return, replacement and recall activities connected with an Order.

A separate written supply agreement, distribution agreement, credit facility or Supplier agreement may impose additional terms.

These Procurement Terms do not automatically govern purchases made directly from a Supplier outside P-Hub unless the applicable documents expressly incorporate them.

2. Definitions

3. B2B Eligibility and Authority

Procurement access is available only to approved Members and other Buyers authorised by P-Hub.

The Buyer represents and warrants that:

• It is acquiring Products for lawful business purposes.
• The individual submitting the request or Order is authorised to bind the Buyer.
• Its business, premises, pharmacy and professional licences remain valid where required.
• It is legally permitted to acquire, possess, store, supply and resell the Products ordered.
• All account, billing, delivery and licensing information supplied to P-Hub is accurate and current.

P-Hub may request supporting documents before accepting or fulfilling an Order.

4. P-Hub, Buyer and Seller Roles

Depending on the transaction, P-Hub may act as:

• The Seller of the Products.
• An authorised procurement coordinator.
• A platform operator connecting the Buyer with a Supplier.
• An administrative or invoicing coordinator.
• A facilitator of delivery, support or Product recall activities.

The applicable quotation, order confirmation or invoice will identify the Seller where necessary.

Where an independent Supplier is identified as the Seller, the contract for sale is between the Buyer and that Supplier. P-Hub may facilitate the transaction but does not become the manufacturer, Product Registration Holder or owner of the Supplier’s Products merely by displaying or coordinating them.

Where P-Hub is expressly identified as the Seller, P-Hub will assume the Seller’s obligations stated in the applicable Transaction Documents and these Terms.

5. Procurement Process

Unless otherwise agreed in writing, the procurement process is:

6. Quotations and Product Listings

Product listings, catalogue displays and quote-request functions are invitations to submit procurement requirements. They are not binding offers.

A quotation may specify:

• Product name, variant and pack size.
• Quantity and minimum-order quantity.
• Unit price and total price.
• Taxes and delivery charges.
• Available stock or estimated lead time.
• Payment requirements.
• Quotation-validity period.
• Delivery location and fulfilment method.
• Minimum shelf-life requirements.
• Supplier-specific or Product-specific conditions.

Unless the quotation states otherwise, it may be withdrawn or revised before acceptance where stock, cost, regulatory status, availability or other material information changes.

Images are for identification and reference. Packaging, labels and presentation may change where the Product identity, registration and specification remain materially consistent.

7. Purchase Orders and Acceptance

A quote request, wishlist, cart, verbal request or automated receipt acknowledgement does not create a binding Order.

An Order becomes binding only when:

1. The Buyer has accepted a valid quotation or issued an authorised purchase order;
2. The Seller has issued an order confirmation, accepted quotation, invoice or other written acceptance; and
3. Any required payment, deposit, credit approval or supporting document has been received.

P-Hub or the Seller may reject a purchase order that:

• Differs from the accepted quotation.
• Contains inaccurate Product or pricing information.
• Exceeds available stock.
• Cannot be lawfully fulfilled.
• Is submitted by an unauthorised person.
• Contains additional terms not accepted by the Seller.

Terms printed or incorporated into a Buyer’s purchase order do not amend these Terms unless expressly accepted in writing by an authorised representative of the Seller.

8. Pricing, Taxes and Charges

Unless otherwise stated, all prices are quoted in Malaysian Ringgit.

Prices may depend on:

• The Buyer’s approved account classification.
• Order quantity.
• Pack size.
• Supplier pricing.
• Delivery location.
• Promotional or programme eligibility.
• Applicable taxes, duties or statutory charges.

Delivery, handling, insurance, temperature-controlled transport and special-packaging charges are excluded unless expressly included.

If a price, discount, pack size or Product description is clearly incorrect, P-Hub or the Seller may correct the error before fulfilment. The Buyer may accept the corrected terms or cancel the affected item.

Private Member pricing is confidential and must not be published, circulated or disclosed to unauthorised third parties.

9. Payment Terms

Unless written credit terms apply, Orders must be paid by bank transfer before fulfilment.

The Buyer must:

• Transfer payment only to the bank account stated in an official quotation or invoice.
• Include the invoice or Order reference.
• Pay the full amount without unauthorised deductions.
• Provide proof of payment when requested.
• Bear any bank or transfer charges imposed on the Buyer.

Uploading or sending proof of transfer does not itself constitute payment. Payment is received only when cleared funds are verified in the nominated account.

P-Hub or the Seller may withhold fulfilment until payment is manually confirmed.

Refunds, where approved, may be returned to the originating bank account or another verified account belonging to the Buyer.

10. Approved Credit Arrangements

Credit terms are available only where separately approved in writing.

P-Hub or the Seller may conduct credit checks, set credit limits, require security or revise credit facilities where reasonably necessary.

An approved credit facility may be suspended or withdrawn where:

• Payment becomes overdue.
• The Buyer exceeds its credit limit.
• Material financial or ownership information changes.
• The Buyer provides inaccurate information.
• There is a reasonable concern regarding payment risk.

Late-payment charges apply only where stated in the applicable credit agreement, invoice or accepted quotation.

The Buyer must not withhold, set off or deduct payment because of an unrelated claim unless authorised in writing or permitted by law.

11. Stock and Product Availability

Product availability displayed on the Platform may not represent real-time physical stock.

Stock is subject to final confirmation by P-Hub or the Supplier.

Where an item is unavailable, P-Hub or the Seller may:

• Offer a revised delivery date.
• Offer a lawful equivalent or alternative Product.
• Supply the available quantity as a partial delivery.
• Remove the unavailable item from the Order.
• Cancel the affected item and refund any related prepayment.

An alternative Product will not be substituted without the Buyer’s approval where the substitution materially affects brand, formulation, registration, pack size, specification or price.

12. Delivery and Fulfilment

Delivery dates and lead times are estimates unless expressly confirmed as binding in writing.

The Buyer must:

• Provide a complete and accurate delivery address.
• Ensure that the premises are accessible during the agreed delivery period.
• Ensure that an authorised person is available to receive and inspect the delivery.
• Inform P-Hub of special access, unloading, security or storage requirements in advance.
• Ensure that suitable storage is available immediately after delivery.

Deliveries may be made by P-Hub, the Seller, a Supplier, courier or logistics provider.

The Seller may make partial deliveries where reasonable, provided that the Buyer is informed and is not charged additional delivery fees without prior agreement.

Additional charges may apply where delivery fails because:

• The address is incorrect or incomplete.
• No authorised recipient is available.
• Access to the premises is refused or restricted.
• The Buyer requests redirection or rescheduling.
• The Buyer cannot receive or safely store the Products.

13. Risk and Title

Unless the Transaction Documents state otherwise, risk of loss or damage passes to the Buyer when the Products are delivered to the confirmed delivery address and accepted by the Buyer or its authorised representative.

Ownership of the Products passes to the Buyer only after the Seller has received full cleared payment for those Products.

Until ownership passes, the Buyer must:

• Keep the Products properly stored and identifiable.
• Not pledge or use them as security.
• Preserve all packaging, batch and traceability information.
• Permit reasonable recovery of unpaid Products where legally permissible.

Transfer of ownership does not remove the Buyer’s regulatory, professional, storage or resale responsibilities.

14. Inspection and Acceptance

The Buyer must inspect each delivery promptly.

The inspection should include:

• Product identity and quantity.
• Pack size and variant.
• Outer packaging condition.
• Tamper-evident seals.
• Batch or lot information.
• Expiry or use-by date.
• Visible damage or leakage.
• Temperature-monitoring information where applicable.
• Consistency with the delivery order and invoice.

Any visible discrepancy should be recorded on the delivery document before it is signed.

A delivery document signed without qualification may be treated as evidence that the quantity and externally visible condition were acceptable at delivery. This does not prevent a claim for a latent defect that could not reasonably have been identified during initial inspection.

15. Shortages, Damage and Non-Conformity Claims

Unless a different period is stated in the Transaction Documents, the Buyer must report visible shortages, incorrect Products, damage or other externally apparent discrepancies within two Business Days after delivery.

A suspected temperature deviation, tampering, contamination, counterfeit Product, serious defect or safety issue must be reported immediately upon discovery.

A claim should include:

• Order or invoice number.
• Product name and quantity affected.
• Batch or lot number.
• Expiry date.
• A description of the issue.
• Photographs or videos where relevant.
• A copy of the delivery document.
• Temperature records or other supporting information where applicable.

The Buyer must preserve the affected Products, packaging and records pending investigation.

16. Returns, Replacements and Refunds

Products must not be returned without prior written return authorisation.

Subject to investigation, a return, replacement, credit note or refund may be approved where:

• The wrong Product was delivered.
• The delivered quantity exceeded the confirmed Order.
• The Product was damaged before risk passed to the Buyer.
• The Product has a verified manufacturing or quality defect.
• The Product is counterfeit or unlawfully supplied.
• The Product materially differs from the confirmed specification.
• The Product is subject to an applicable recall.
• The Product does not meet an expressly agreed shelf-life requirement.

Unless agreed otherwise, Products will not be accepted for return because of:

• Change of mind.
• Over-ordering by the Buyer.
• Slow sales or excess stock.
• Incorrect forecasting.
• Damage after delivery.
• Improper transport, handling or storage by the Buyer.
• Broken seals or opened packaging.
• Removal, alteration or damage to labels or batch information.
• Expiry caused by the Buyer’s failure to rotate stock.

Returned Products must remain in their original packaging and must be stored, handled and transported according to applicable requirements.

The approved remedy may be a replacement, repair, credit note or refund, depending on Product type, availability, the Seller’s warranty and the circumstances of the claim.

17. Cancellations and Order Amendments

A Buyer may withdraw a quote request before an Order is accepted.

After acceptance, an Order may be cancelled or amended only with the Seller’s written approval.

The Seller may charge reasonable costs already incurred, including:

• Special procurement or sourcing costs.
• Supplier cancellation charges.
• Custom packaging or labelling costs.
• Transport or storage costs.
• Non-returnable or specially ordered Products.

P-Hub or the Seller may cancel all or part of an Order where:

• Stock is unavailable.
• A pricing or listing error is identified.
• Payment is not received.
• The Buyer fails verification.
• A licence or approval cannot be confirmed.
• The Product becomes restricted, suspended or recalled.
• Fulfilment would breach applicable law.
• Fraud, misuse or unauthorised procurement is suspected.
• A force majeure event prevents fulfilment.

Any prepayment relating solely to a cancelled item will be refunded or credited after reconciliation, except for properly incurred and disclosed non-refundable costs.

18. Expiry and Shelf-Life Requirements

Products must comply with any minimum remaining shelf-life expressly stated in the quotation or order confirmation.

Where no minimum is expressly stated, the Seller must supply Products with a commercially reasonable remaining shelf life having regard to:

• The nature of the Product.
• Normal industry practice.
• The quantity ordered.
• Expected delivery time.
• The Product’s lawful and intended B2B resale use.

The Buyer is responsible for reviewing expiry information upon delivery and for applying appropriate stock-rotation practices, including first-expiry-first-out where relevant.

Short-dated Products may be supplied where clearly disclosed and expressly accepted by the Buyer before confirmation.

19. Temperature-Sensitive Products

Where a Product requires controlled-temperature storage or transport, the applicable requirements will be stated in the Product information, quotation, delivery documents or manufacturer instructions.

The Buyer must:

• Ensure immediate transfer into suitable controlled storage after delivery.
• Monitor and document relevant storage temperatures.
• Protect the Product from unauthorised access.
• Report suspected temperature excursions immediately.
• Quarantine affected stock pending written instructions.

A temperature-sensitive Product must not be returned through ordinary courier channels without written handling instructions.

P-Hub or the Seller may reject a claim where the available evidence shows that the Product was damaged by improper storage or handling after delivery.

20. Pharmaceutical and Regulatory Compliance

Every party must comply with the laws, regulations, licences, professional standards and official requirements applicable to its activities and Products.

Where applicable, Products must be:

• Registered or notified for the Malaysian market.
• Manufactured, imported and supplied through lawful channels.
• Supported by valid licences and regulatory approvals.
• Authentic and traceable to an authorised source.
• Stored, transported and handled in accordance with applicable Product and distribution requirements.
• Correctly labelled and packaged.
• Free from unlawful or misleading claims.

P-Hub may request licences, registration evidence, certificates, appointment letters, Product authorisations or other compliance documents at any time.

P-Hub may suspend or remove a Product where its registration, licence, authenticity, safety, quality or lawful supply status cannot be reasonably verified.

21. Buyer Responsibilities

The Buyer is independently responsible for:

• Maintaining valid business and pharmacy licences.
• Ensuring that authorised personnel place Orders.
• Reviewing quotations before acceptance.
• Checking Product registration and suitability.
• Inspecting deliveries promptly.
• Maintaining suitable storage conditions.
• Preserving batch, expiry and transaction records.
• Applying proper stock rotation.
• Complying with dispensing and professional requirements.
• Determining its own lawful retail prices.
• Making appropriate disclosures to its own customers.
• Responding promptly to recalls and safety notices.

The Buyer must not remove, obscure or alter Product labels, expiry dates, registration numbers, batch numbers, tamper seals or manufacturer instructions.

Procurement through P-Hub does not replace the Buyer’s independent pharmacist, clinical, regulatory or professional judgment.

22. Supplier Responsibilities

Each Supplier must:

• Provide accurate Product and business information.
• Maintain required licences and approvals.
• Supply authentic Products from lawful sources.
• Ensure that descriptions, pack sizes, specifications and images are not misleading.
• Provide accurate prices and stock information.
• Disclose minimum-order quantities and lead times.
• Comply with agreed shelf-life requirements.
• Use suitable packaging and transport.
• Maintain batch and distribution traceability.
• Provide invoices and delivery documents where required.
• Notify P-Hub promptly of stock, regulatory, safety or Product changes.
• Cooperate with complaints, investigations, replacements and recalls.

P-Hub may correct, suspend or remove Supplier listings that are inaccurate, outdated, unlawful, misleading or inconsistent with Platform requirements.

An approved Supplier remains an independent business and is not an employee, partner or agent of P-Hub unless a separate written agreement expressly states otherwise.

23. Product Recalls and Safety Notices

A Supplier or Buyer becoming aware of a recall, regulatory suspension, quality defect, counterfeit concern or serious safety issue affecting a Product supplied through P-Hub must notify P-Hub immediately.

Upon receiving a recall or safety instruction, the Buyer must:

1. Immediately stop sale, supply, transfer and use.
2. Identify and quarantine affected stock.
3. Preserve packaging, batch and transaction records.
4. Identify any onward distribution where required.
5. Follow the written recall instructions.
6. Provide requested stock and distribution information.
7. Return, hold or dispose of Products only as properly instructed.
8. Confirm completion of required actions.

A Buyer must not independently destroy recalled Products unless authorised by the responsible recalling party or relevant authority.

P-Hub may communicate with Members, Suppliers, logistics providers, Product Registration Holders and regulatory authorities to coordinate traceability and recall action.

Recall costs and remedies will be allocated according to the cause of the recall, the responsible party, applicable law and the relevant Transaction Documents.

24. Restricted and Controlled Products

Certain Products may be restricted to Buyers holding specified licences, approvals or professional authority.

P-Hub may impose additional controls on:

• Scheduled or controlled poisons.
• Prescription-only medicines.
• Products requiring controlled-temperature distribution.
• Products subject to supply quotas.
• Products restricted by territory or channel.
• Medical devices requiring specific approvals.
• Products subject to additional recordkeeping.

P-Hub may refuse or cancel an Order if the Buyer cannot demonstrate lawful authority to acquire or handle a restricted Product.

Restricted Products must not be transferred to an unauthorised person or premises.

25. Confidential Pricing and Commercial Information

The following information is confidential unless lawfully made public:

• Member prices.
• Supplier prices.
• Quotations and discounts.
• Volume-based commercial terms.
• Product-launch information.
• Procurement strategies.
• Purchase volumes and order histories.
• Supplier and Buyer account information.

Confidential information may be used only for the authorised procurement purpose.

It must not be published, shared with competitors, used for unlawful price coordination or disclosed to unauthorised parties.

This section continues to apply after completion, suspension or termination of an Order or account.

26. Ethical, Competitive and Lawful Conduct

Buyers and Suppliers must not use P-Hub procurement services to engage in:

• Bribery or corruption.
• Fraud or false invoicing.
• Sham quotation requests.
• Bid manipulation.
• Price fixing or unlawful resale-price coordination.
• Customer or territory allocation.
• Market sharing.
• Counterfeit or diverted-product trading.
• Money laundering.
• Unauthorised use of another Member’s account.
• Circumvention of applicable licensing or regulatory requirements.

Each Buyer independently determines its own resale prices, margins, customers, promotions and business strategy.

P-Hub may investigate suspicious procurement activity, request supporting information, suspend an Order or account and cooperate with the relevant authorities.

27. Product Warranties

The Seller warrants that, at the time risk passes to the Buyer, the Products will:

• Be authentic.
• Be lawfully available for supply.
• Materially conform to the confirmed description.
• Be free from known material defects.
• Be supplied in appropriate packaging.
• Meet expressly agreed shelf-life requirements.
• Have applicable regulatory registration, notification or approval.
• Not knowingly infringe another party’s intellectual-property rights.

Manufacturer warranties may apply in addition to these Terms.

Warranties do not cover damage, contamination, degradation or expiry caused by:

• Improper storage after delivery.
• Unauthorised repackaging.
• Failure to follow instructions.
• Misuse or unauthorised modification.
• Broken cold-chain conditions after delivery.
• Normal expiry after a reasonable supplied shelf life.

28. Limitation of Liability

Nothing in these Terms excludes liability that cannot lawfully be excluded.

To the fullest extent permitted by law, P-Hub will not be liable for:

• Indirect or consequential loss.
• Loss of profit, revenue, goodwill or business opportunity.
• Loss arising from the Buyer’s retail pricing decisions.
• Loss caused by improper storage or handling after delivery.
• Independent professional, dispensing or clinical decisions made by the Buyer.
• A Supplier’s act or omission where P-Hub is acting solely as a platform or procurement facilitator.
• Delay caused by an event outside reasonable control.
• Unauthorised payment made to fraudulent or unverified bank details.

Where P-Hub is the Seller and is found liable for an affected Order, P-Hub’s aggregate liability arising from that Order will not exceed the amount paid for the affected Products, except where a higher liability is required by law or expressly accepted in writing.

Where an independent Supplier is the Seller, claims concerning Product manufacture, authenticity, quality, warranty or regulatory status should be directed to that Supplier, with reasonable coordination support from P-Hub.

29. Indemnity

To the extent permitted by law, a Buyer or Supplier must indemnify P-Hub against claims, losses, penalties, costs and reasonable legal expenses arising from that party’s:

• Breach of these Procurement Terms.
• False or misleading information.
• Unlawful procurement or supply activity.
• Failure to maintain required licences.
• Misuse of Products.
• Improper storage, handling or onward supply.
• Infringement of third-party rights.
• Failure to cooperate with a recall.
• Unauthorised disclosure of confidential procurement information.
• Fraud, negligence or wilful misconduct.

An indemnity applies only to the extent that the relevant claim was caused by the indemnifying party’s act, omission or breach.

30. Force Majeure

A party will not be responsible for delay or failure caused by an event beyond its reasonable control, including:

• Flood, fire or natural disaster.
• War, terrorism or civil disturbance.
• Epidemic or public-health emergency.
• Government restriction or regulatory action.
• Transport or supply-chain disruption.
• Port, customs or border delay.
• Utility or telecommunications failure.
• Cyberattack despite reasonable safeguards.
• Labour disruption.
• Failure of an upstream manufacturer or Supplier.

The affected party should notify the other party and take reasonable steps to reduce the impact.

P-Hub or the Seller may extend the delivery period, allocate available stock, make partial delivery or cancel the affected portion of an Order.

31. Suspension and Termination

P-Hub may suspend procurement access, an Order or a Member account where:

• Payment is overdue or reversed.
• A licence has expired or been suspended.
• Fraud or unauthorised use is suspected.
• Confidential pricing is disclosed.
• A Product-safety risk exists.
• A recall instruction is ignored.
• These Terms are materially breached.
• Continued access creates legal or regulatory risk.

Suspension or termination does not affect:

• Outstanding payment obligations.
• Rights arising before suspension or termination.
• Recall and traceability responsibilities.
• Confidentiality obligations.
• Liability and indemnity provisions.
• Dispute-resolution rights.

32. Records and Electronic Communications

Quotations, purchase orders, emails, account records, invoices, delivery records and electronic acknowledgements may be used as evidence of a procurement transaction.

The Buyer and Supplier must maintain records required for:

• Accounting and taxation.
• Product traceability.
• Batch and expiry tracking.
• Complaint investigation.
• Product recalls.
• Licence or regulatory inspection.

Each party is responsible for maintaining current authorised contact details and monitoring communications sent to those details.

33. Order of Precedence

If documents governing a transaction conflict, the following order of priority applies unless expressly agreed otherwise:

1. A signed supply, distribution or credit agreement.
2. The accepted quotation or order confirmation.
3. The invoice for the affected Order.
4. These Procurement Terms.
5. The P-Hub Terms of Use.
6. The Buyer’s purchase order, excluding any additional terms not accepted by the Seller.

A Product-specific regulatory or safety instruction will prevail to the extent necessary to protect health, safety or legal compliance.

34. Changes to These Procurement Terms

P-Hub may update these Procurement Terms to reflect operational, commercial, legal, regulatory or security changes.

Revised Terms will be published with an updated revision date.

The version accepted when an Order becomes binding will generally govern that Order unless:

• The parties agree otherwise.
• A change is required by law.
• A Product-specific safety or recall instruction requires immediate application.

35. Complaints, Disputes and Governing Law

A procurement complaint should first be submitted to P-Hub with the relevant Order number, evidence and requested resolution.

The Buyer, Seller and P-Hub should attempt in good faith to resolve the matter through direct discussion.

These Procurement Terms and each Order are governed by the laws of Malaysia.

Subject to any mandatory legal requirement or written dispute agreement, the courts of Malaysia will have jurisdiction over disputes arising from these Terms or an Order.

If any provision is found invalid or unenforceable, the remaining provisions will continue in effect.