TH Purchasing Purchase Order Terms and Conditions Final 12.35.17 ‘TERMS AND CONDITIONS The purchase of the itern(s) isted and described on the face of this Purchase Order (the "Goods") and/or the performance of supplier's (the “Supplier’) obligations shall be subject to the terms and conditions as hereinafter set forth (the "Terms and Conditions’) 1. Delivery. Supplier acknowledges that time is of the essence with respect to its delivery of the Goods or the performance of its obligations under this Purchase ‘Order and the Related Documents (as hereafter defined). The Goods shall be delivered only to the company (the “Company') and at the address indicated in the “Ship To" portion thereon, unless otherwise instructed in writing by the ‘Company, and upon delivery shall be accompanied by the following documents: (2) original customer's copies of the invoice and the delivery receipt, duly issued by Supplier; and (©) original Supplier's copy of this Purchase Order duly received and accepted by Supplier on the space provided below, and any contract or agreement containing the general, particular or special terms and conditions, including other documents made or required in connection with this Purchase Order (the “Related Documents’) 2. Partial or Trans-shipment. Partial shipment andlor trans-shipment may be accepted in exceptional cases when prior permission thereof is obtained by ‘Supplier from the Company. 3. Period, This Purchase Order is made in reliance on Supplie’s quotation or proposal, and its representations that the Goods will be completely delivered andior the obligations completely performed, in accordance with the Terms and Conditions and the Related Documents, on or before the Promised Date as indicated on the face hereof. The period for delivery of the Goods andlor the performance of Suppliers obligations may, at the Company's sole discretion, be extended for such period as may be determined by the Company. No extension under this Purchase Order shall be valid unless approved in writing by the ‘Company. 4, Penalty. In case of Supplier's failure to deliver the Goods and/or perform its obligations cn or before the Promised Date, a penalty of one tenth (1/10) of one percent (1%) of the total value indicated in the Purchase Order shall be deducted ‘from Supplier's total invoice price, by way of liquidated damages, for each day of delay in the delivery of the Goods or any portion thereof, and all freight charges and associated costs required to deliver the Goods to the Company at the earliest possible time shall be for the Supplier's exclusive account. 5. Delay or Deviation. In case the delivery of the Goods and/or the performance of ‘Supplier's obligations will be delayed or not performed in accordance with the Terms and Conditions hereof and the Related Documents, Supplier must immediately, and in no case be later than forty eight (48) hours from knowledge of the reason(s) thereof, notify the Company in writing of such delay or non-10. TH Purchasing Purchase Order Terms and Conditions Final 12.15.17 Performance. The Company's acceptance of Supplier's notice shall not constitute a waiver of eny of Supplier's obligations. Inspection and Acceptance. Goods delivered are subject to inspection and acceptance by the Company. The Company shall only pay for Goods actually delivered by Supplier and inspected and accepted by the Company through its authorized representative or agent. If'as a result of the inspection, the Company 's of the reasonable opinion that the Goods or a portion thereof are not in accordance with the specifications indicated on the face of this Purchase Order, or delivered in violation of the Terms and Conditions hereof and the Related Documents, the Company shall have the right to refuse delivery and acceptance of the Goods, and the Goods or the portion thereof rejected by the Company shall be retuned to Supplier at Supplier's sole expense. In the event that Supplier refuses to accept the Goods returned by the Company, the Company may at ils option store, sell, or destroy the Goods and the expenses for such storage, sale, or destruction shall be exclusively borne by Supplier and reimbursed by Supplier to the Company or deducted from the invoice price, at the Company's option. In such a case, the Gompany may engage a third party fo ‘supply similar or equivalent goods and charge all cost and expenses therefore to ‘Supplier. Supplier shall be responsible for any latent defects not discoverable by the ‘Company during inspection of the Goods. Packing. The method of packing of the Goods shall be done in accordance with the specifications provided on the face of this Purchase Order. In the absence of such packing specifications, the Goods shall be packed in accordance with the generally accepted manufacturing and packaging standards prevailing in the Philippines, Supplier shall take all reasonable steps to prevent damage to andior deterioration of the Goods while they are in transit. Processing of Payment. Application for the payment of Goods shall be processed only upon submission by Supplier of all the documents enumerated in ltem 1 of the Delivery Instructions, as duly received by the Company or its authorized representative or agent. Payment shall be made in accordance with the provisions on payment terms found under this Purchase Order and the Related Documents, Price. The price of the Goods stated on the face of this Purchase Order is fixed upon acceptance by Supplier of this Purchase Order and shail not be subject to ‘any adjustments on account of the increase and decrease of the price which Supplier may incur as a result of inflation, changes in material andlor labor costs (fluctuations in the rate of exchange. Imported Goods. In case the Goods are imported, Supplier shall be responsible for all customs duties, local, excise or similar taxes or related government charges imposed on or arising from Supplier's sale, delivery, or export from the place of origin of the Goods and import into the Philippines of the Goods.1 12. 13, 14 TH Purchasing Purchase Order Terms and Conditions Final 12.15.17 Title / Risk of Loss. Title to the Goods shall vest in the Company upon delivery. ‘The risk of loss to the Goods shall, however, pass to the Company only after the Goods are accepted by the Company. Force Majeure. Neither party shall be liable for any delay or failure to deliver or Perform its obligations pursuant to this Purchase Order and the Related Documents due to causes which were unforeseeable or even if foreseeable, were unavoidable and beyond its control (Force Majeure) and without its fauit ot negligence. In case Supplier's delivery of the Goods or performance of its obligations is delayed due to Force Majeure, the Company may, at its sole option, either cancel the order or allow an extension of the period for such delivery or performance by a period of time equal to the period of time for which delivery or performance is excused as a result of the event of Force Majeure, provided, that, if the delivery of the Goods or the performance of Supplier's obligations is delayed for more than thirty (30) days, the Company may cancel the delivery of all or any portion of the Goods ordered. Notwithstanding the foregoing grace periods, the Company may cancel the delivery of ail or any portion of the Goods at any time during the period of extension for the delivery of the Goods or even before the lapse of the thirty (30) day-period above, Compliance. Supplier shall abide by all applicable national and local laws, regulations, ordinances, orders, or any other government requirement, the ‘Company's Code of Conduct, and Safety and Health Policies (a copy of which may be obtained by Supplier from the Company), in connection with the purchase made and Supplier's performance of its obligations pursuant to this Purchase Order. Representations and Warranties of Supplier. Supplier hereby warrants and represents to the Company that: (2) It is under no obligation or restriction, and will not assume any such ‘obligation or restriction, which would in any way interfere or be inconsistent with, or present any conflict of interest concerning the Goods; (©) __It-can enter into this Purchase Order and the Related Documents and it has the necessary board approval or equivalent authority for this purpose, and its entry into the purchase does not violate or contravene: (|) its arlicles of incorporation, by-laws, or other constitutive documents; (i) any ‘agreement that Supplier may have entered into with other third parties or such as may bind its properties or assets; or (ii) any laws, rules, or regulations applicable to the Company and Supplier, (©) The purchase under this Purchase Order and the Related Documents is its legal, valid and binding obligation enforceable in accordance with its terms; (2) thas not gone into liquidation or passed any resolution for winding up, no Petition for winding up has been presented against it, and no receiver and