Annex A

VENDOR UNDERTAKING, WARRANTY AND INDEMNITY LETTER

BY: VENDOR
Name
Address
Certificate of Incorporation
No.

TO: Rose Pharmacy, Incorporated (RPI)

Definitions
Unless the context otherwise provides, all the definitions and rules of interpretation used in the trading terms
agreement commencing 20__, entered into between the Vendor and RPI shall be adopted herein.

1. In consideration of RPI agreeing to purchase the products from the Vendor, in respect of any purchase
orders issued by RPI and accepted by the Vendor, the Vendor hereby warrants and undertakes as follows:
A. That all products supplied to RPI shall:
i. Be free from any defects rendering them unmerchantable (whether or not any such defect is
apparent on reasonable examination by RPI of samples of the products provided by the Vendor);
ii. Not infringe or pass off the intellectual property rights of any third party;
iii. Comply with all applicable statutory and regulatory requirements including, but not limited to all
applicable consumer protection, advertising, product safety, product recall and/or fair trade
practices laws and or rules and regulations issued by the appropriate government agencies;
iv. Be manufactured, packaged, packed, marked, stored, handled, labelled and described in
compliance with all applicable laws including, but not limited to, laws relating to quality, grade,
weight and volume, fitness, efficiency, contents and purity, labelling, advertising, description,
minimum durability, safety and the use of the products.
B. That the Vendor shall:

i. Comply with all Laws, including but not limited to the Philippine Competition Act (RA 10667)
and its implementing rules and regulations;
ii. Not engage in nor require RPI to engage in any activity, practice or conduct which would
constitute an offense under any applicable Law;
iii. Obtain and maintain all licences, permissions, authorizations, consents and permits needed to
manufacture and supply the products to RPI in compliance with all applicable laws;
iv. Have and maintain in place its own policies and procedures (Compliance Procedures) to ensure
compliance with all applicable Laws and enforce them vigilantly, and provide such assistance
and documents to RPI as may reasonably be required for RPIs compliance including but without
limitation to the Philippine Competition Act;
v. Provide evidence to RPIs reasonable satisfaction from time to time that the Compliance
Procedures are properly set up, maintained and enforced;

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vi. Effect and keep current in its name all relevant insurance policies that may be applicable to its
business including but not limited to public/product liability insurance in relation to personal
injury or property damage caused by the products with reputable insurers of an amount which is
reasonable for the type of coverage required or such other amount as may be advised by RPI
from time to time. The Vendor will, on RPI's request, provide evidence to RPI that the required
insurance is current and adequate for the Trading Terms Agreement.
C. To immediately notify RPI in writing if it becomes aware of any potential or actual breach of any
Laws in relation to the products supplied (the Non-Compliance) and provide reasonable assistance
to RPI to handle the matter. Such assistance shall include providing relevant documents and data,
refraining from making any comment or taking any action that might prejudice the position of RPI in
its intended defense or case management strategy in relation to the Non-Compliance, refraining from
making any admission to the enforcement agency or judicial authority without RPIs written consent,
and collaborating with RPI to implement appropriate measures to ensure compliance with the Laws.
The Vendor shall also provide such assistance in the event RPI becomes aware of any Non-
Compliance;
D. In the event where:
i. any product is subject to a compulsory product recall in accordance with any applicable Laws,
whether or not directed or mandated by any relevant competent authority; or
ii. RPI in good faith considers that any product should be recalled in the interests of RPI's customers
and/or in order to preserve the goodwill and reputation of RPI,
the Vendor shall at its own cost:-
(a) co-operate with the relevant authorities and RPI in co-ordinating and effecting the recall of
the products, including keeping RPI updated at all times during the product recall;
(b) at RPI's option, pick up the products from RPI's stores or other premises; and/or
(c) at RPI's option, replace the products or refund the price of the products which are subject to
the product recall.

E. That the Vendor shall ensure compliance (and shall procure such compliance by its employees,
officers, agents, representatives, contractors and sub-contractors etc.) with the obligations of this
Letter at all times. For the avoidance of doubt, the Vendor remains fully liable for breach of this
Letter, regardless of any such subcontracts; and
F. That the Vendor shall and shall ensure that its employees, officers, agents, representatives,
contractors and sub-contractors shall abide by the following key elements of RPIs Code of Conduct:
i. Illicit Payments: The Vendor (including its employees, officers, agents, representatives,
contractors and sub-contractors) must not provide any bribe or other illicit payment to any
person. This applies to any form of secret payment to any person.
ii. Favours: The Vendor (including its employees, officers, agents, representatives, contractors
and sub-contractors) must not offer or procure any advantage as an inducement to or reward for
showing or forbearing to show favour or disfavour to any person in relation to RPI's businesses.

iii. Conflict of Interest: The Vendor (including its employees, officers, agents, representatives,
contractors and sub-contractors) must disclose to RPI, and obtain RPI's prior approval to, any
involvement of RPI's employees or their family members in the Vendor's business as a
shareholder, partner, consultant, agent or other interested party.

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2. The Vendor shall indemnify and hold harmless RPI and its directors, officers, employees, agents,
affiliates, subsidiaries, the latters respective stockholders, officers, directors, agents, or representatives
against all costs, claims, demands, liabilities, expenses, damages or loss (including but not limited to any
direct, indirect or consequential losses, loss of profits for RPI, and all interest, fines, penalties and legal
and other professional costs and expenses) whatsoever and howsoever incurred by RPI arising directly or
indirectly from:
A. any breach of the warranties and undertakings referred to in Clause 1 hereof;
B. any claim made or investigation or prosecution against RPI for actual or alleged infringement of a
third party's intellectual property rights;
C. any claim made by a third party or investigation or prosecution against RPI arising out of or in
connection with RPIs supply, possession, promotion, marketing, advertising of or other dealings
with the products in the course of its business; and/or
D. any claim made against RPI by a third party for death, personal injury or damage to property arising
out of or in connection with defective products, to the extent that the defect in the products is
attributable to the acts or omissions of the Vendor, its employees, officers, agents, representatives,
contractors or sub-contractors.
3. The warranties and indemnity shall commence retrospectively from the date of the acceptance of any
product by RPI (regardless if such date is prior to the trading terms agreement) or the date of this Letter,
whichever is earlier. The warranties and indemnity by the Vendor are continuing and shall remain
effective until the Vendors performance of all obligations under this Letter.
4. The Vendor shall on the date of this Letter, and annually thereafter, certify to RPI in writing signed by
an authorized representative of the Vendor, compliance with this Letter by the Vendor and all parties or
persons associated with it. The Vendor shall provide such supporting evidence of compliance as RPI
may reasonably request.

Governing Law
This Letter shall be governed by the laws of the Philippines and the Vendor hereby agrees to submit to the
exclusive jurisdiction of the courts of Cebu City.
The Vendor herein signs this Letter as its agreement.
[Company Name of the Vendor] Rose Pharmacy, Incorporated
Signature Signature

Jose Carlos Reis Bettencourt

[Name] Date
[Title of signatory] Chief Executive Officer

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 ACKNOWLEDGMENT

Republic of the Philippines }

City of Cebu } s.s.

BEFORE ME, a Notary Public for and in the City of Cebu, this ___day of _________ 2015,
personally appeared:
Name Competent Evidence of Issued On/At/Expiry date
Identity
Jose Carlos Reis Passport No. N168835 Issued June 13,2014/
Bettencourt Singapore

Known to me to be the same person who executed the foregoing instrument, signed by him and his
instrumental witnesses, and he acknowledged to me that the same is his own free and voluntary act and deed
as well as those of the corporation he represent.

WITNESS MY HAND AND SEAL on the date and place first above written.

Doc. No. _______;

Page No._______;
Book No._______;
Series of 2017.

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ACKNOWLEDGMENT

Republic of the Philippines }

City of _______ } s.s.

BEFORE ME, a Notary Public for and in the City of _______, this ___day of ______ 2015,
personally appeared:
Name Competent Evidence of Issued On/At/Expiry date
Identity

Known to me to be the same person who executed the foregoing instrument, signed by him er and hiser
instrumental witnesses, and she acknowledged to me that the same is her own free and voluntary act and
deed as well as those of the corporation he represent.

WITNESS MY HAND AND SEAL on the date and place first above written.

Doc. No. _______;

Page No._______;
Book No._______;
Series of 2017.

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