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15. 16. 7. TH Purchasing Purchase Order Terms and Conditions Final 12.15.17 manager has been appointed or is threatened or expected to be appointed; (e) It has all the necessary and proper permits, approvals, consents and authorizations for the execution and performance of the purchase under this Purchase Order and the Related Documents; () __Ithas not failed to disclose any Material Fact that may affect the purchase of the Goods by the Company. A Material Fact is defined as one where, had the Company known of such fact either during the negotiation of the purchase contemplated under this Purchase Order and the Related Documents or at any time until the complete delivery of the Goods by the ‘Supplier, the Company would not have made the purchase under this Purchase Order or made and entered into the Related Documents; and (@) Neither it nor its representatives have offered any official or employee of the Company any consideration or commission for the purchase contemplated under this Purchase Order and neither it nor its representatives have exerted or utlized any corrupt or unlawful influence to secure or solicit this Purchase Order for any consideration or any commission. Other Warranties of Supplier. Without excluding the implied warranties under the law, Supplier warrants that the Goods are or shall upon delivery: (i) be brand new, not reconditioned, in good condition, and of first class design and workmanship; (ji) be fit for their intended purpose; (lii) be free and clear of all liens and encumbrances; (Wv) be free from patent or hidden defects, whether in ‘material or manufacture, workmanship or design: (v) operate in conformity with the performance, functionality, and other specifications contained in their manuals and documentation; and (vi) conform to the quality, all specifications and designs referred to or set forth in this Purchase Order and the Related Documents. Enforceability. The representations, warranties and covenants of Supplier under this Purchase Order shall be deemed made as of the date indicated on the face of this Purchase Order and upon the delivery of the Goods to the Company, and shall continue to be in full force and effect for a period of three hundred sixty five (365) days following the Company's acceptance of the Goods. Warranty Period. During the warranty period, Supplier shall, at no additional cost to the Company, refund or replace the Goods or any portion thereof that fall to conform to their warranty in any respect whatsoever. If the Company's option is for a refund, Supplier shall grant the Company a refund equal to the full ‘amount of the Goods or portions affected based on the invoice price paid by the ‘Company. If the Company's option is replacement, the replacement goods must conform to the warranties herein contained in all respects. Supplier shall make the replacement of the Goods no later than five (5) days from receipt by Supplier of the Company's notice. In the event that Supplier fails to do so, the Company shall be entitled to an immediate and full refund of the invoice price paid by the ‘Company to Supplier and all costs, expenses, and risk of loss shall accrue to Supplier.18. 19. 20, 2 TH Purchasing Purchase Order Terms and Conditions Final 12.15.17 Consequence of Breach. Upon breach of any covenant or representation and ‘warranty made herein, the Company has the right to immediately cancel the purchase made under this Purchase Order without prejudice to any civil or criminal action that may be brought by the Company in connection with such breach or the remedies herein provided, including full indemnification. for damages, as well as, a refund on the invoice price. In the event that Supplier ‘alls to pay such indemnity of refund the invoice price within thirty (30) days from demand, Supplier shall also be liable to pay interest, by way of penalty, at the rate of two percent (2 %) per month of the total amount due from the time payment was due until payment is received in full by the Company. Indemnification. Supplier shall assume full responsibility for, and hereby holds the Company, its representatives or agents, free and harmless from any and all amounts, claims, losses, liabilities, damages, or sums arising from: (2) claims made against the Company by any third party for infringement or alleged infringement of patent or other intellectual property rights, including those of authorship or invention in respect of the manufacture, sale, possession andior use of the Goods or any process comprised in this Purchase Order and the Related Documents for the performance thereof, and from all costs and expenses incurred by the Company In connection therewith; (©) any cause of action, civil or criminal, with respect to Suppliers failure to comply with any and all applicable national and local laws, regulations, ordinances, order, or any other government requirement, the Company's Code of Conduct, Safety and Health Policies or its failure to secure, pay ‘or comply with any and all applicable licenses, taxes, permits and similar requirements; and (©) _ the nature of the Goods or their hidden, latent or patent defects, including Supplier's delay in the delivery of the Goods or non-performance of its obligations under this Purchase Order and the Related Documents, Cancellation Without Cause. The Company may cancel this Purchase Order, in whole or in part, without further obligation or liability to the Supplier, at any time prior to the Company's acceptance of the Goods by providing the Supplier written Notice of such cancellation at least five (5) days prior to the date of delivery. Cancellation For Cause. The Company may, upon service of a written notice to the Supplier, immediately terminate this Purchase Order: a) In case of violation by Supplier of the Terms and Conditions of this Purchase Order and the Related Documents, or any of its representations, warranties, and covenants herein contained; b) Supplier is dissolved, enters into liquidation or ceases to do business; becomes insolvent or bankrupt; or is subjected to the filing of judicial process under the law relating to insolvency or bankruptey: orTH Purchasing Purchase Order Terms and Conditions Final 12.15.17 ©) There is @ material change in the ownership over Supplier or its business; provided, however, that at its exclusive option or discretion, the Company may, in lieu of termination, ask Supplier to rectify the violation within the time specified in the notice or demand given to Supplier. If the violation is not rectified within the period specified by the Company, the Company may immediately terminate the Purchase covered by this Purchase Order without need of further notice and without necessity of court action, and thereupon the Company shall be entitled to all remedies under law or equity, including full indemnification for damages, inclusive of a full refund of the invaice price. 22. Cumulative Rights and Remedies. The rights and remedies of the Company under this Purchase Order and the Related Documents shall be in addition to and not in lieu of other rights and remedies under this Purchase Order and existing law. 23. Assignment. Supplier shall not assign or transfer this Purchase Order and the Related Documents or any of the rights or obligations granted herein without the prior written consent of the Company. The Company may assign all or any part Of its rights or obligations hereunder to its affiliates and subsidiaries. In the event that consent for assignment is given, it is understood that the assignee shall be bound by all the terms and conditions of this Purchase Order and the Related Documents. 24. Non-Disclosure. Supplier agrees that it shall, at all times, keep in strict confidence and shall not disciose to any party any and all information relating to the businesses, operations, financial transactions, procedures or other practices of, the Company and those of its customers, subsidiaries, affiliates, directors, officers or employees, which Supplier or its personnel may acquire by reason of the purchase contemplated under this Purchase Order and the Related Documents, including information in connection with this purchase, except those which are generally known or available to the public or with the express consent of the Company. 25. Governing Law I Venue of Action. These Terms and Conditions shell be governed, construed and interpreted in accordance with the laws of the Republic of the Philippines. In case of any dispute, controversy or disagreement between the Company and Supplier arising from or in relation to this Purchase Order and the Related Documents, the same shall be settled and/or Itigated in the proper Court of Taguig City o the exclusion ofall other courts elsewhere situated, PLEASE NOTE THAT THIS IS AN IMPORTANT DOCUMENT AND, IF LOST, WILL CAUSE INCONVENIENCE TO THE SUPPLIER. Criginal copy of this Purchase Order is received, and the foregoing instructions, terms ‘and conditions are hereby volunterily and unconditionally accepted: [Insert Name of Supplier]TH Purchasing Purchase Order Terms and Conditions Final 12.15.27 (Signature over Printed Name of Authorized Representative) (Wate