1. Applicable Terms: The terms and condition set out hereunder shall apply to all purchase, sale, invoice or delivery notes issued by Seller or Buyer. Seller's terms of sale shall be applicable only to the extent that they have been expressly accepted by the Buyer in writing. The unconditional acceptance of goods or services or the making of payments shall not constitute as a recognition by the Buyer of any terms deviating from Buyer’s terms of purchase.
2. Binding Contract: Buyers written order shall constitute the binding contract concerning the goods or services purchased hereunder.
3. Shipments, Transfer of Risk and Liability: All goods purchased by Buyer shall be suitably packed, marked, and shipped in accordance with requirements of common carriers, in a manner to secure lowest transportation cost. No additional charge shall be made to Buyer therefore unless stated in this contract. Any expense incurred by Buyer by reason of failure by Seller to follow shipping instructions will be charged to Seller. Seller shall bear the risk for loss or damage of the goods purchased hereunder and be liable for these goods until these good have been accepted by Buyer's carrier or received in Buyer's premises.
4. Compliance with Laws and Patents: By supplying goods or services Seller shall comply with all applicable local, state and federal laws and regulations issued by the country from which Seller operates, as well as respect all pertinent patent rights existing in Seller's or Buyers territories, and Seller shall indemnify Buyer
Against any loss, damage, cost or liability caused by Seller's violation of laws and regulations or by Sellers infringement of patent rights.
5. Warranty: Notwithstanding Buyer's inspection and acceptance of goods delivered. Seller warrants that all goods furnished hereunder are free from any defects in design, materials, workmanship and title and fully conform to the specifications of this order, including any drawings approved by Buyer and that the goods are suitable for the use intended and conform to recognized commercial standards of quality and function. Seller's warranty shall extend to one (1) year from the date of delivery, or such period as is expressly stated in Seller's warranty document, if any, or such period as shall be permitted by law, whichever period shall be longer. Buyer's approval of Seller's drawings shall not release Seller from the aforesaid warranty obligations. In addition to any other remedies Buyer may be entitled to Seller upon receiving written notification from buyer that any goods order hereunder are defective under warranty shall promptly repair or replace such goods at no cost to Buyer. In case Seller cannot repair or replace such defective goods promptly, or in case the defect of such goods should be caused by faulty design or unsuitable standards of material. Buyer shall have the right to return the defective goods at Sellers expense and Seller shall promptly reimburse Buyer for the original gross invoice amount upon receiving Buyers notification of return of goods.
6. Time of Essence: Time is the essence in this purchase order. In the event the delivery of the goods is delayed beyond the time agreed to between Buyer and Seller. Buyer in addition to any other remedies it may be entitled to shall have the right to either cancel the order in part or in total or require Seller to ship the goods by the fastest means available at no additional cost to Buyer. Should Buyer sustain any loss due to a delay caused by Sellers fault. Buyer apart from any further claims and in additional to any other remedies it may be entitled to shall be paid by Seller liquidated damages amounting to 0.5% of the purchase price for each full week of delay up to a total not exceeding 5% of the purchase price of the goods ordered.
7. Hazardous Substances: Seller warrants that the goods in all respects comply with the legal requirements and governmental regulations concerning hazardous substances. Furthermore, Seller warrants that goods are transported and delivered in a safe and environmentally responsible manner and that containers with hazardous substances bear clear information in the relevant languages on the potential dangers of the contents and on their sale transport, handling, storage and disposal.
8. Force Majeure: Acceptance of the goods purchased hereunder may be delayed or suspended by the Buyer in the event of an act of God, war, riot, fire, explosion, accident, flood, sabotage, inability to obtain fuel, power, raw material, labour, containers or transportation facilities, breakage or failure of machinery or apparatus, governmental law, regulation, order or action, national defense requirements or any other event beyond the reasonable control of Buyer. If because of any such event Buyer is unable to accept part or total of the goods contracted for, or if any such event make the acquisition of the goods or services substantially more onerous. Buyer shall be exempted from its obligation hereunder for the time such contingency prevails or respectively until an equitable agreement between Seller and Buyer concerning the additional expenses caused by such event has been reached, upon giving prompt notice of such event to Seller. In case the contingency or hardship caused by such event should last for an excessive period of time or if Seller and Buyer cannot reach an equitable agreement concerning additional expenses, or in case Seller should be prevented by any such event from supplying the goods or services as contracted hereunder. Buyer shall be entirely relieved from its obligations hereunder and this contract shall be considered rescinded accordingly.
9. Governing Law: The validity, interpretation and performance of this contract shall be governed and construed in accordance with the law of the Republic of the Philippines.
10. Validity of Contract: In case individual terms of this contract should be modified, replaced or become partly or wholly invaded by mutual consent of Seller and Buyer, all other terms shall remain in force and the contract shall be deemed amended accordingly. In case individual terms of this contract should be modified, replaced or become partly or wholly invalid due to any governmental law, regulation, order or action, Seller and Buyer shall forthwith try to find an equitable valid replacement for the term thus changed or invalidated. If no mutual consent concerning such replacement can be reached. Buyer shall have the option to either accept the changed term or the invalidation of thereof and thereby keep the thus amended contract in force or to terminate this contract by written notice to Seller.
11. Work: In the event this order requires the performance or installation of work or Merchandise by Seller upon any property or project of Purchaser the following conditions shall also be applicable:
Damage & Injury (a): Seller take all necessary precautions to protect all property and persons from damage or injury arising out of its work and shall observe and comply with all fire safety and other regulations therefore or hereafter prescribed by Purchaser or the owner of the project on which the work is being performed and shall be responsible for the observance thereof by all sub-contractors and all employees agents, or representatives of Seller and/or such sub-contractors.
Liens or Claims (b): Seller shall keep the premises and work free and clear of all liens or claims. Seller shall promptly pay for all labour and material and if Seller fails to do so Purchaser may pay the same and conduct the same of such payments from sum due to Seller hereunder.
Work to Seller's risk (c): The work shall remain at Sellers risk prior to written acceptance by Purchaser and/or the owner of the project and Seller shall replace at this own expense all works damaged or destroyed by any cause whatsoever.
Rights to reject (d): If the works or any parts thereof are found to be unsatisfactory because of defective material, inferior quality or workmanship or for failure to meet any other requirements of this order it will be rejected unless made good by the Seller.
Wages, etc. (e): Seller shall observe and comply with to the extent required by Purchaser on the project or required of Purchaser by an applicable labour agreement.
Seller Independent Contractor (f): Seller shall act as an independent contractor and not as the agent or representative of Purchaser. All rights and remedies reserved to the owner under Purchaser's contract with him shall apply to and be possessed by Purchaser, as well as by Owner in all dealings with Seller.
Schedules and Programs (g): Seller shall perform his work in accordance with the schedules and work programmes established by Purchaser and shall fully co-operate with Purchaser and other engaged in work on the project so that the work on the entire project may be performed with the utmost speed consistent with good practice.
To Keep Premises Clean (h): Seller shall carry on his work so that the premises shall at all times be clean, orderly and free from debris and upon completion shall remove equipment and unused materials from the project, clean up all refuse and debris, and leave the site of the work clean, orderly and in good condition.
12. Special Conditions: Where the performance of any works or necessitates special condition such shall be set out separately by the Purchaser in writing and shall be deemed part of the terms and conditions herein.