Terms and Conditions

General
1. All orders for products (“Products”) accepted by Franklin Baker Company (“FBC”) shall be subject to these terms and conditions of sale (“Conditions”). Once an order has been submitted, the person submitting it (“Customer”) agrees to the Conditions stated here.
2. No other terms of sale will apply to the supply of Products by FBC unless agreed upon in writing by an authorized signatory of FBC.
3. FBC reserves the right to amend these Conditions at any time. FBC will give notice of any such amendments by posting it on FBC’s website. The amended Conditions will take effect on the date of posting on the website. The amended Conditions shall apply to all transactions concluded between Customer and FBC after the date of such notification.
4. These Conditions, as may be amended from time to time by FBC, constitute the entire agreement of the parties. All prior communications, representations, understandings, agreements shall be deemed cancelled and superseded.
Ordering
1. Unless stated otherwise by FBC, quotations made by FBC in whatever form are not binding and merely constitute an invitation to Customer to place an order. All quotations issued by FBC are subject to change without notice.
2. Purchase Orders issued by the Customer are not binding on FBC until accepted by the latter in writing. FBC reserves the right to proceed or not to proceed with the transaction depending on the status of Customer’s credit check.
3. All information submitted to FBC or its agent must be accurate and up to date. Customer must inform FBC of any changes relevant to it.
4. The Customer may not cancel orders once accepted by FBC. FBC may allow an order to be cancelled at its discretion, without prejudice to its right to recover the costs it incurred.
5. If any mistakes have been made on Customer’s order, it must inform FBC immediately. However, FBC cannot guarantee that it will be able to amend Customer’s order in accordance with its instructions.
6. A sales contract may consist of several deliveries. Any failure on the part of FBC to complete any deliver within the stipulated time shall have no consequences on other deliveries within the same contract or on any other contract.
Prices
1. Prices of FBC’s Products shall be in accordance with the internationally accepted INCOTERMS standard definitions as shall be agreed upon by both parties. Any amount of any taxes levied in connection with the sale of Products to Customer shall be for Customer’s account. Unless otherwise stated by FBC, all charges for sales to customers outside the Philippines are payable in US Dollars unless indicated otherwise.
Payment and Customer’s Credit
1. In the absence of any written agreement to the contrary, payment shall be made by:
  1. telegraphic transfer with all bank charges borne by the Customer and within the period specified in the invoice; or
  2. letter of credit issued or a confirmed letter of credit from a first-class international reputable bank acceptable to FBC in currency stated in FBC’s sales contract or sales confirmation; or
  3. For sales to Philippine customers, a check drawn from a reputable bank in the Philippines.
2. FBC has full discretion to grant and rescind credit lines to its customers. If FBC has not been granted credit to the Customer, payment must be made in advance and received by FBC prior to delivery.
3. If credit has been granted, the credit term shall be stated in the invoice. FBC has full discretionary to rescind credit terms to its customers at any time.
4. All payments must be made without any set-off, deduction or counterclaim. If any withholding tax is to be deducted from the payment, the Customer must issue a creditable withholding tax certificate to FBC together with the payment.
5. If any sum is not paid on the due date for payment:
  1. FBC may charge the Customer interest calculated on the unpaid amount and accrued during the period from the due date until payment is made in full (whether before or after judgment) at the interbank offered rate as issued by a commercial bank to FBC + 1% per month;
  2. FBC may charge the Customer any legal fees, costs, charges and expenses incurred if FBC is unable to retrieve the unpaid amount and is forced to file a case in court;
  3. suspend delivery of the Products under the order and any other contract for as long as the default continues; and
  4. terminate the current contract and any other contract pursuant to clause 11.
Delivery
1. FBC aims to deliver the order at the place of delivery given by the Customer and within the time agreed upon in writing.
2. FBC shall not be liable to Customer for any losses, liabilities, costs, damages, charges or expenses arising out of late delivery.
3. Where the Products are to be delivered by installments over a period, the installments will be reasonably apportioned at FBC’s sole discretion taking into account, so far as is reasonably practicable, delivery dates requested by the Customer. Each installment shall constitute a separate contract. In any event FBC may at its option elect to effect partial delivery of any Products unless otherwise specifically agreed upon with the Customer.
4. If the Customer refuses to accept the delivery of the Products or give FBC adequate delivery instructions, FBC may at its own discretion and without prejudice to any of its other rights or remedies:
  1. effect delivery of the Products by whatever means it thinks most appropriate at the Customer’s risk and expense; or
  2. arrange storage of the Products at the Customer’s risk and expense; or
  3. treat the contract as repudiated after notifying the Customer in writing.
5. Upon receiving the order/s, Customer will be required to sign for its delivery. Once signed, Customer is deemed to have inspected the package for any faults, defects, or damages.
Transfer of Risk and Property
1. Unless otherwise stated herein or as may otherwise be agreed upon with the Customer, risk of loss of or damage to the Products shall pass to the Customer at the agreed upon delivery point. Title over the Products shall not pass to the Customer until all sums due from the Customer for the Products ordered have been received by FBC. FBC shall be entitled to the immediate return of all Products if the Customer is in delay in payment. The Customer authorizes FBC and its agents to enter its premises and to recover the Products for that purpose.
Warranty
1. FBC warrants that the Products shall conform to the specifications as stated in its quotation. If the Products are in breach of such warranty, FBC may at its own option and within a reasonable time either replace the Products at no charge to Customer or issue a credit for any such Products in the amount of the original invoice price. FBC’s obligation shall be limited solely to replace the Products, or to provide credit therefor.
2. FBC’s obligation to replace or give credit shall be contingent upon receipt by FBC of timely notice of any alleged defect in the Product or upon timely return of the Products, and in each case after FBC has determined the defect is attributable to the fault or gross negligence of FBC. The disposition of defective products will be undertaken by the Customer in accordance with the instructions of FBC.
3. The remedies set out above shall be the Customer’s sole remedy for any breach of warranty. Save as expressly provided in these terms and conditions, all implied warranties, terms and conditions concerning the supply of Products are excluded to the fullest extent permitted by law (including, without limitation, the implied terms of satisfactory quality, merchantable quality, and fitness for purpose). FBC will not be liable to the Customer for any loss, damage or liability which arise out of the breach of implied warranties, terms or conditions or breach of any other duty of any kind imposed on FBC by operation of law or for any negligence.
Limited liability
1. FBC’s liability for any and all claims arising out of or in connection with the Products shall be limited to direct damages to the Customer and shall not exceed the sales value of the defective batch of the Product supplied to Customer.
Force Majeure
1. Force majeure is any event beyond the reasonable control of FBC (including without limitation strikes, traffic congestion, the downtime of any external line, or FBC’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices). If FBC is prevented or restricted from carrying out all or any of its obligations by reason of any force majeure, then FBC shall be relieved of its obligations during the period that such event continues and shall not be liable for any delay and/or failure in the performance of its obligations during such period. If the force majeure continues for a period longer than thirty (30) days, FBC may cancel the affected order or cancel the whole or any part of these terms and conditions, without any liability to the Customer.
Independent Contractors
1. Customer shall not have authority to act as agent of FBC. It cannot act on behalf of, represent, or bind FBC in any manner.
Suspension and Termination
1. If Customer defaults in the performance of its obligations towards FBC whether under the subject Purchase Order or under any other contract or Purchase Order between FBC and the Customer, or if Customer becomes insolvent or otherwise unable to pay its debts as they mature, FBC may, by notice in writing:
  1. demand the return of any delivered Products which have not been paid, with all costs relating to the recovery of the Products shall be for the account of the Customer; and/or
  2. suspend the performance of its obligation until Customer makes such payment for the Products on a cash advance basis, or provides adequate guaranty for such payment; and/or
  3. terminate any, some or all outstanding contracts which may be effected at FBC’s option, by written notice to the Customer.
2. In any event, all outstanding claims of FBC against the Customer shall become immediately due without need for demand.
Waiver
1. Failure of FBC to enforce any of the provisions of the Conditions shall not be construed as a waiver of FBC’s right to enforce any of its rights hereunder. No waiver by FBC of any breach of Customer’s obligations shall constitute a waiver of any other prior or subsequent breach.
Severability
1. If any term or other provision of these Conditions is determined to be invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party.
Governing Law
1. The parties’ rights and obligations arising out of or in connection with the Purchase Order, contracts and/or Conditions shall be governed, construed, interpreted and enforced according to the laws of the Philippines.
2. In the event of any dispute concerning these Conditions or the Products sold hereunder, suit may be brought only in a court of competent jurisdiction in Makati City, Philippines to the exclusion of all other courts and venue.

Definition of Terms

ACCEPTANCE refers to the CONTRACTOR’s conformity to the Purchase Order (P.O.), signifying his willingness to perform the Transaction indicated in the P.O. subject to these Standard Terms and Conditions (STC).
COMPANY refers to the party issuing the P.O. who can be Franklin Baker Company of the Philippines (FBCOP) or any of its affiliates.
CONTRACTOR refers to either suppliers of goods or equipment or services to which the COMPANY issues its P.O.
DELIVERY means physical delivery or performance by the CONTRACTOR of the object of the P.O. within the premises of the Company or in any other location prescribed by the Company.
MATERIAL means the goods or equipment to be furnished by the
CONTRACTOR, as indicated in the P.O.
PARTIES refer to both COMPANY and CONTRACTOR.
PURCHASE ORDER (P.O.) refers to the Purchase Order issued to the CONTRACTOR and signed by an authorized representative of the COMPANY, together with the documents and annexes attached therein.
SERVICES refer to activities that benefit a company without supplying Material as defined herein. These services may comprise of marketing, event planning, training, waste management and other activities.
TRANSACTION means the Transaction stated in the Purchase Order, which may either be supply of Material or Services or both.

General Provisions

Any CONTRACTOR who signified its Acceptance by affixing the signature of its authorized representative shall faithfully perform the Transaction in accordance with the terms provided in the P.O., subject to these Standard Terms and Conditions.
No other agreement, terms and STC will apply to the Transaction, unless agreed upon in writing by the Parties.
The Standard Terms and Conditions (STC) shall not be amended unless agreed upon by the authorized representatives of the Parties in writing. Any amendment to the STC shall only apply to the specific Transaction between CONTRACTOR and COMPANY after the date of such notification and shall be contained in a separate document (“Annex”).

Purchase Order

The CONTRACTOR cannot modify or refuse the performance of the obligation in the accepted P.O. unless allowed by the COMPANY in writing, without prejudice to the rights of the Company to recover costs if any.
The P.O. as accepted by the CONTRACTOR, as supplemented by this STC, shall comprise the entire agreement between the parties.

Title and Risk upon Delivery

COMPANY takes ownership of the Material when it has been completely delivered at its premises and the COMPANY failed to issue a written notification as to the rejection of the Material to the Supplier within ten (10) calendar days from the date of its complete delivery.
For supply of Material with Service, as defined herein, the COMPANY takes ownership of the Material only after complete performance of the Service within the premises and the COMPANY’s written acceptance of the Material and the Service as signed by the authorized representative of the Company.
For supply of goods under incoterms other than delivery at COMPANY’s premises, transfer of ownership shall be in accordance with the incoterms as agreed by the parties. Any loss or damage in the Material before the COMPANY takes ownership shall be for the account of the CONTRACTOR.
COMPANY reserves the right to inspect the quality and the specifications of the Material delivered and/or services to be rendered. In the event the Material or Services do not conform to the agreed upon specifications, the COMPANY shall be permitted to refuse acceptance and shall be entitled to, at COMPANY’s option, replacement, or reimbursement for the expenses and costs, including shipping and delivery charges, of the Material and/or Service.
DELAY: For each day of delay, the CONTRACTOR shall be liable for one fifth (1/5) of one percent (1%) of the cost of the concerned Material or Services, as provided in the P.O., without any need of demand. In no case that the damages of delay shall exceed the total contract price of the Transaction as provided in the P.O.
PAYMENT: Payment for the delivery of Materials or performance of Services shall be reckoned from the date of issuance and upon acceptance of the billing submitted by the Contractor.
EXCLUSIVITY: The relationship of the Parties arising from the Transaction shall not be exclusive unless indicated otherwise.

Warranties

Upon the Acceptance of the P.O., each of the Parties represent and warrant that:
It is an entity duly organized, validly existing, and in good standing with the laws of the countries where they are established.
It has all the requisite power and authority to enter into and perform its obligations under the P.O. and the persons who sign and execute the Agreement on its behalf have authority to do so.
There are no contractual prohibitions or pending actions, suits or proceedings on its operation, business, properties, assets, or business condition, which may materially affect its ability to fulfill its obligations under the P.O.
Upon acceptance of the P.O. by the CONTRACTOR, the Standard Terms and Conditions set forth herein shall be binding and enforceable upon both Parties.
Upon Acceptance, the CONTRACTOR warrants that the Materials to be delivered and/or Services to be performed shall conform to the specifications in the P.O. If the Material or Services are in breach of such warranty, CONTRACTOR shall replace the Material or repeat the performance of the Services in conformity with the specifications, at no charge to the Company, within three (3)calendar days from the notice of the breach of warranty.
The Material shall conform with the specifications required and communicated in writing by the COMPANY prior to the delivery. COMPANY has the right to communicate its rejection in writing to the CONTRACTOR for non-conforming Materials within ten (10) calendar days from delivery.

Limitation of Liability

Total Liability: COMPANY’s total liability for damages arising from the Transaction shall not exceed the value of the Transaction as stated in the P.O.
No Liability: Except in cases of gross negligence or willful misconduct, neither Party shall be liable to the other for consequential, incidental, punitive, special, exemplary, or indirect damages and as well as to the lost profits or penalties of any nature.
Contractor’s Liability: The CONTRACTOR shall be solely liable for the death or injuries caused to the CONTRACTOR’s, or to the CONTRACTOR’s agents and employees who enter the premises of the COMPANY for whatever purpose and in whatever circumstances. The CONTRACTOR shall be solely liable for any accident, damage, injury, or death caused to any third party committed by CONTRACTOR’s agents and employees.

Intellectual Property

The Intellectual Property (Trademarks and Copyright in particular) of the COMPANY shall be exclusively owned by the COMPANY. Nothing herein shall give the CONTRACTOR any right, title, or interest in or to any of the Intellectual Property of the Company.
CONTRACTOR shall not do or cause to be done any act or thing in any way impairing or tending to impair or dilute any of COMPANY’s rights, title, or interest in or to any Intellectual Property, nor shall CONTRACTOR register any trademark or copyright in its own name or in the name of any other person or entity without the written consent of the COMPANY.
In case of Intellectual Property (“Work Product”) which may arise from the performance of Service by the CONTRACTOR, the CONTRACTOR agrees to assign and does hereby assign to the COMPANY all right, title and interest to the Work Product and shall be the sole and exclusive property of the COMPANY. The CONTRACTOR understands that it has no rights of any kind whatsoever to such Work Product. CONTRACTOR agrees, at the request and cost of the COMPANY, shall promptly sign, execute, or make all such deeds, documents, acts and things as the COMPANY may reasonably require or desire to perfect COMPANY’s entire right, title, and interest in and to any Work Product.

Data Privacy

The CONTRACTOR consents to the collection, processing and sharing of his or her Personal Information and Sensitive Personal Information by the COMPANY as defined in the Data Privacy Act.
Without limiting the generality of the foregoing, the CONTRACTOR hereby acknowledges and agrees that COMPANY may, to the extent permitted by Republic Act 10173, otherwise known as the Data Privacy Act of the Philippines, regulate, collect, process, share and transfer his information to the COMPANY’s agents, employees and personnel, including those performing administrative services on the COMPANY’s behalf.

Taxes

Any and all taxes, duties and charges that may be imposed on the fees arising from the Transaction shall be borne exclusively by the Party who is obliged to pay the same in accordance with law.

Force Majeure

Neither Party shall be liable for its failure to deliver Material or perform Services under the P.O. due to any circumstances beyond the reasonable control of the party affected (Fortuitous Event), as defined under the Civil Code of the Philippines.

Miscellaneous Provisions

Governing Law: Parties’rights and obligations arising out of or in connection with the P. O. and these Standard Terms and Conditions shall be governed by the laws of the Philippines.
Arbitration: Any dispute, controversy or claim between the Parties shall first be settled amicably, and if the Parties fail thereto, by arbitration in accordance with the rules of the Philippine Dispute Resolution Center, Inc. The Arbitration Panel shall be composed of three (3) arbitrators. Each Party shall designate an arbitrator, and the two arbitrators designated shall select the third arbitrator who will act as the presiding arbitrator. The decision of the arbitration panel shall be final and executory unless properly set aside by a competent court on grounds allowed by law.
Venue: The arbitration, including any court actions arising from this Agreement shall be respectively conducted or filed in Makati City, Philippines, unless otherwise agreed in writing by the parties.
Separability: In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity of enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.
No waiver of any provisions hereunder and no consent by either Party to any departure therefrom shall be effective unless in writing and shall be effective only in the specific instance and for the purpose for which it was given.
Notices: Any notice or other communication relative hereto shall be in writing and may be delivered through personal service, electronic mail, commercial courier, facsimile transmission, registered mail, or in other electronic means.
- In case of personal service or registered mail, such notice shall be deemed to have been received upon acknowledgement of receipt signed by the Party’s duly authorized representative.
- In case of commercial courier such notice shall be deemed to have been received within three (3) calendar days after the date of the mailing.
- In case of facsimile, the notice is deemed to be received based on the acknowledgement receipt produced by the recipient’s machine.
- In case of electronic mail or other electronic means, such notice shall be deemed to have been received upon successful electronic transmission by the sending Party to the other. However, this shall not be applicable if the sending Party has knowledge that the electronic mail did not reach the other Party.

Receipts and Billings

CONTRACTOR shall include the following information in their respective official receipts, billings, or sales invoice. Receipts, billings, or sales invoice with incomplete or wrong details shall be disputed and will not be accepted by the COMPANY.

For Corporate Office (Makati) Transactions
COMPANY NAME: Franklin Baker Company of the Philippines
ADDRESS: 4th Floor PHINMA Plaza, 39 Plaza Drive, Rockwell Center, Barangay Poblacion, Makati NCR, 1210
TIN #: 000-421-318-00000
BUSINESS STYLE: Franklin Baker Company of the Philippines

For Sapphire Plant (San Pablo) Transactions
COMPANY NAME: Franklin Baker Company of the Philippines
ADDRESS: Maharlika Highway Barangay II-C (Pob.) 4000 San Pablo City Laguna, Philippines
TIN #: 000-421-318-00001
BUSINESS STYLE: Franklin Baker Company of the Philippines

For Emerald Plant (Coronon) Transactions
COMPANY NAME: Franklin Baker Company of the Philippines
ADDRESS: Coronon Santa Cruz Davao Del Sur Philippines 8001
TIN #: 000-421-318-00002
BUSINESS STYLE: Franklin Baker Company of the Philippines

For Diamond Plant (Darong) Transactions
COMPANY NAME: Franklin Baker, Incorporated
ADDRESS: DADC Economic Zone Darong Sta. Cruz Davao Del Sur 8001
TIN #: 008-707-981-00000
BUSINESS STYLE: Franklin Baker, Incorporated

The CONTRACTOR shall submit the hard copies of their sales invoice or billings to the Accounting Department of the COMPANY within two (2) calendar days after every Delivery or rendition of services.