• 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.

• 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”).

• 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.

• 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.

• 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.

• 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.

   

• 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.

• 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.

  1. 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.

  2. 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.

  3. In case of facsimile, the notice is deemed to be received based on the acknowledgement receipt produced by the recipient’s machine.

  4. 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.