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 All prior communications, representations, understandings, agreements shall be deemed cancelled and superseded.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.

COMPANY refers to the party issuing the Purchase Order (“P.O.”) who can be Franklin Baker Company of the Philippines (FBCOP) or any of its affiliates. VENDOR/SUPPLIER refers to either suppliers of goods, equipment, or providers of services to which the COMPANY issues its P.O.

1. GENERAL PROVISIONS

1.1 The VENDOR/SUPPLIER acknowledges that its (a) conformity to the P.O., (b) performance (delivery, commencement of services), or (c) submission of invoice referring to the P.O., signifies its acceptance of its obligation to perform the transaction indicated in the P.O. subject to these Standard Terms and Conditions (“STC”). which are an integral part of the P.O. (“Acceptance”).

1.2 Upon Acceptance, the VENDOR/SUPPLIER shall faithfully perform the transaction, which may either be supply of goods/materials (“Material”) or services (“Services”) or both in accordance with the terms provided in the P.O. (“Transaction”).

1.3 No other agreement, terms and conditions will apply to the Transaction, unless agreed upon in writing by the parties. Any terms or conditions proposed by VENDOR/SUPPLIER in online terms, quotations, invoices, or other documents are expressly rejected and shall have no force or effect.

1.4 The STC shall not be amended unless agreed upon in writing by the authorized representatives of the parties. Any amendment to the STC shall only apply to the specific Transaction and shall be contained in a separate document.

1.5 The VENDOR/SUPPLIER cannot modify or refuse the performance of the obligation in the P.O. without the written approval of the COMPANY.

1.6 The P.O. shall comprise the entire agreement between the parties and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written.

2. DELIVERY, TITLE AND RISK UPON DELIVERY

2.1 The VENDOR/SUPPLIER acknowledges that time is of the essence with respect to its delivery of the Material or the performance of Services under this P.O.

2.2 COMPANY takes ownership of the Material when it has been completely delivered to its premises, subject to the provisions on the VENDOR/SUPPLIER’s warranties:

i. 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 written acceptance of the Material and the Service by the COMPANY’s authorized representative.

ii. 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 or provides written acceptance shall be for the account of the VENDOR/SUPPLIER.

2.3 COMPANY reserves the right to inspect the quality and specifications of the Material delivered and/or Services to be performed at any time, including during production or performance. In the event the Material or Services do not conform to the agreed specifications, or if COMPANY reasonably determines that the Material or Services will not conform to such specifications, the COMPANY may refuse acceptance and, at its sole option, require replacement or correction, or obtain reimbursement for all expenses and costs, including shipping and delivery charges, inspection costs, and any incidental and consequential damages. VENDOR/SUPPLIER shall bear all costs associated with rejected Material, including return shipping costs.

2.4 The Parties acknowledge that non‑conformity may be discovered not only upon delivery but also during the use or processing of the Material in COMPANY’s production lines (“In‑Line Rejections”). In‑Line Rejections shall be treated as a breach of this warranty and shall entitle COMPANY to the remedies in this STC. If any Material or Services are found to be in breach of this warranty, VENDOR/SUPPLIER shall replace the Material or repeat the performance of the Services in conformity with the specifications, at its own cost, within three (3) calendar days from the notice of breach. If VENDOR/SUPPLIER fails to remedy the breach within such period, COMPANY may, at VENDOR/SUPPLIER’s expense, procure substitute materials or services from third parties, and VENDOR/SUPPLIER shall reimburse COMPANY for all costs incurred, including cover costs.

3. DELAY. For each day of delay, the VENDOR/SUPPLIER shall be liable for one-half (1/2) of one percent (1%) of the cost of the concerned Material or Services, as provided in the P.O., without any need of demand. These liquidated damages are in addition to, and not in lieu of, any other remedies available to COMPANY under law or equity.

4. PAYMENT. Payment for the delivery of Material or performance of Services shall be reckoned from the date of issuance and upon COMPANY’s acceptance of the properly completed billing submitted by the VENDOR/SUPPLIER, together with all required supporting documentation. Payment terms shall be as specified in the P.O. COMPANY may, at its sole discretion, offset against any amounts owed to VENDOR/SUPPLIER any amounts owed by VENDOR/SUPPLIER to COMPANY, including but not limited to damages, penalties, costs, or expenses arising from any transaction between the COMPANY and the VENDOR/SUPPLIER.

4.1 DISPUTED AMOUNTS. COMPANY may withhold payment of any disputed amounts pending resolution of the dispute. VENDOR/SUPPLIER‘s sole remedy for any payment dispute shall be to recover the disputed amount, without interest or consequential damages. COMPANY may dispute any invoice within thirty (30) days of receipt. Payment of undisputed portions of an invoice shall not constitute a waiver of COMPANY’s right to dispute other portions.

4.2 MOST FAVORED CUSTOMER. VENDOR/SUPPLIER warrants that the pricing provided to COMPANY is no less favorable than pricing provided to any other customer for similar quantities and specifications. If VENDOR/SUPPLIER provides more favorable pricing to any other customer, COMPANY shall be entitled to such pricing retroactively.

5. EXCLUSIVITY. The relationship of the parties arising from the Transaction shall not be exclusive unless indicated otherwise. Nothing in this STC or any P.O. shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties. VENDOR/SUPPLIER is an independent contractor and shall be solely responsible for all taxes, insurance, and benefits for its employees and personnel.

6. WARRANTIES OF THE SUPPLIER

6.1 Upon the Acceptance of the P.O., the SUPPLIER/VENDOR represents and warrants that:

i. It is an entity duly organized, validly existing, and in good standing with the laws of the countries where they are established and is qualified to do business in all jurisdictions where necessary to perform its obligations hereunder.

ii. It has all the requisite power and authority to enter 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.

iii. 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.

iv. It and its employees, agents, and subcontractors comply with all applicable laws, regulations, and industry standards, including but not limited to labor laws, environmental regulations, health and safety requirements, anti-corruption laws, and export control regulations.

v. It has not and will not offer, pay, or authorize any payment of money or anything of value, directly or indirectly, to any government official or any other person for the purpose of obtaining or retaining business or securing any improper advantage in connection with this Transaction.

vi. It has all the necessary and proper permits, approvals, consents and authorizations for the execution and performance of this P.O.

6.2 The VENDOR/SUPPLIER further warrants that the Material delivered and/or Services performed shall:

i. conform to the specifications in the P.O. and shall be fit for their intended purpose, merchantable, and of good quality.

ii. be provided using new materials (not used, refurbished, or reconditioned unless expressly agreed in writing) and shall be free from defects in design, materials, and workmanship.

6.3 The Material shall conform with the specifications required and communicated in writing by the COMPANY prior to the delivery. The COMPANY has the right to communicate its rejection in writing to the VENDOR/SUPPLIER for non-conforming Material, whether discovered upon delivery inspection or as In‑Line Rejections, within thirty (30) calendar days from delivery or discovery of In-Line Rejections, whichever comes later. Without prejudice to the foregoing thirty (30)-day rejection period, any specific warranty period agreed for the Material and/or services beyond the delivery date shall remain fully effective and the COMPANY shall be entitled to enforce all remedies available thereunder in addition to its right of rejection.

6.4 WARRANTY SURVIVAL. All warranties shall survive delivery, acceptance, inspection, and payment. The warranty period shall be extended by the period of time during which Material are non-conforming or Services are being re-performed.

6.5 NO LIMITATION. The warranties set forth herein are in addition to any warranties implied by law or otherwise available to COMPANY, and nothing herein shall be construed to limit any such warranties.

7. LIABILITY AND INDEMNIFICATION

7.1 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. and damages arising from the Transaction, if any, shall be limited to direct damages not exceeding the amounts actually paid by COMPANY to VENDOR/SUPPLIER under the specific P.O. giving rise to the claim. The COMPANY shall not be liable for consequential, incidental, punitive, special, exemplary, or indirect damages and as well as to the lost profits or penalties of any nature.

7.2 VENDOR/SUPPLIER’s LIABILITY. The VENDOR/SUPPLIER shall be solely liable for the death or injuries caused to the VENDOR/SUPPLIER, or to the VENDOR/SUPPLIER’s agents and employees who enter the premises of the COMPANY for whatever purpose and in whatever circumstances. The VENDOR/SUPPLIER shall be solely liable for any accident, damage, injury, or death caused to any third party committed by VENDOR/SUPPLIER’s agents and employees.

7.3 INDEMNIFICATION. VENDOR/SUPPLIER shall defend, indemnify, and hold harmless COMPANY, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, suits, actions, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or in connection with:

i. Any breach of VENDOR/SUPPLIER’s representations, warranties, or obligations under the P.O. or these STC;

ii. Any defect in Material or Services provided by VENDOR/SUPPLIER;

iii. Any bodily injury, death, or property damage caused by , its employees, agents, or subcontractors;

iv. Any infringement or alleged infringement of any intellectual property rights by Material or Services provided by VENDOR/SUPPLIER;

v. Any violation of applicable laws, regulations, or industry standards by VENDOR/SUPPLIER;

vi. Any acts or omissions of VENDOR/SUPPLIER, its employees, agents, or subcontractors;

vii. Any claims by VENDOR/SUPPLIER’s employees, agents, or subcontractors for wages, benefits, or other compensation;

viii. Any environmental contamination or hazardous materials introduced by VENDOR/SUPPLIER.

This indemnification obligation shall survive termination or expiration of the P.O. and shall not be limited by any limitation of liability provision.

7.4 INSURANCE. If required by the COMPANY, VENDOR/SUPPLIER shall, at its own expense, maintain and keep in force during the term of the P.O. insurance coverage with insurers acceptable to COMPANY.

COMPANY shall be named as an additional insured on all policies (except Workers’ Compensation). VENDOR/SUPPLIER shall provide COMPANY with certificates of insurance evidencing such coverage upon request. All insurance policies shall provide that COMPANY receive at least thirty (30) days’ prior written notice of cancellation or material change. Maintenance of insurance shall not limit VENDOR/SUPPLIER’s indemnification obligations.

8. TERMINATION

8.1 TERMINATION WITHOUT CAUSE. COMPANY may terminate any P.O., in whole or in part, by providing written notice to VENDOR/SUPPLIER:

i. For Material, at least five (5) business days prior to date of delivery;

ii. For Services, at any time, and upon such cancellation, VENDOR/SUPPLIER shall immediately stop all work and shall be entitled to payment only for work satisfactorily performed and Material delivered prior to the effective date of termination, less any amounts owed to COMPANY.

VENDOR/SUPPLIER shall not be entitled to any compensation for anticipated profits or consequential damages.

8.2 TERMINATION FOR CAUSE. COMPANY may immediately terminate any P.O. for cause upon written notice if VENDOR/SUPPLIER:

i. breaches any material term of the P.O. or these STC;

ii. fails to deliver Material or perform Services in accordance with the specifications or schedule;

iii. becomes insolvent or subject to bankruptcy proceedings;

iv. violates any applicable laws or regulations; or

v. engages in fraud, corruption, or unethical business practices.

Upon termination for cause, COMPANY shall have no obligation to pay for any undelivered Material or unperformed Services, and VENDOR/SUPPLIER shall be liable for all damages, costs, and expenses incurred by COMPANY.

8.3 CONSEQUENCE OF BREACH. Upon breach of any covenant or representation and warranty made herein, the COMPANY has the right to immediately cancel P.O. 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 and refund of all payments made based on the invoice price issued to the COMPANY. In the event that the VENDOR/SUPPLIER fails to pay such indemnity or refund the invoice price within ten (10) days from demand, the VENDOR/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.

9. INTELLECTUAL PROPERTY

9.1 The COMPANY shall exclusively own the Intellectual Property (Trademarks and Copyright in particular) of the COMPANY. Nothing herein shall give the VENDOR/SUPPLIER any right, title, or interest in or to any of the Intellectual Property of the Company.

9.2 VENDOR/SUPPLIER 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 VENDOR/SUPPLIER register any trademark or copyright in its own name or in the name of any other person or entity, or use COMPANY’s intellectual property for any purpose other than performance of the Transaction, without the prior written consent of the COMPANY.

9.3 In case of Intellectual Property which may arise from the performance of the Service by the VENDOR/SUPPLIER (all deliverables, reports, documents, data, inventions, discoveries, developments, designs, works of authorship, and other materials created, developed, or produced by VENDOR/SUPPLIER in connection with the Transaction, including all intellectual property rights therein) (“Work Product”), the VENDOR/SUPPLIER agrees to assign and does hereby assign to the COMPANY all right, title and interest to the Work Product, including all copyrights, patents, trade secrets, and other intellectual property rights, and such Work Product shall be the sole and exclusive property of the COMPANY. The VENDOR/SUPPLIER understands that it has no rights of any kind whatsoever to such Work Product. VENDOR/SUPPLIER agrees, at the request and cost of the COMPANY, to 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, including execution of patent applications, copyright registrations, and assignments.

9.4 LICENSE. To the extent any Work Product incorporates any pre-existing intellectual property of VENDOR/SUPPLIER, VENDOR/SUPPLIER hereby grants to COMPANY a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, distribute, and create derivative works of such pre-existing intellectual property solely in connection with the use of the Work Product.

9.5 NO INFRINGEMENT. VENDOR/SUPPLIER warrants that the Material, Services, and Work Product do not and will not infringe, misappropriate, or violate any intellectual property rights of any third party. VENDOR/SUPPLIER shall defend, indemnify, and hold harmless COMPANY from any claims of infringement, including all costs, damages, and attorneys’ fees.

10. DATA PRIVACY. The VENDOR/SUPPLIER consents to the collection, processing and sharing of its and its personnel’s Personal Information and Sensitive Personal Information by the COMPANY as defined in the Data Privacy Act. Without limiting the generality of the foregoing, the VENDOR/SUPPLIER 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 such information to the COMPANY’s agents, employees and personnel, including those performing administrative services on the COMPANY’s behalf.

10.1 OBLIGATIONS. VENDOR/SUPPLIER shall comply with all applicable data privacy and protection laws in connection with any personal data it processes on behalf of COMPANY or to which it has access. VENDOR/SUPPLIER shall implement appropriate technical and organizational measures to protect personal data against unauthorized access, loss, destruction, or alteration. VENDOR/SUPPLIER shall not process personal data except as necessary to perform its obligations under the P.O. and as instructed by COMPANY.

11. 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. All prices stated in the P.O. are exclusive of value-added tax (VAT), which shall be separately stated on invoices if applicable. VENDOR/SUPPLIER shall be responsible for all taxes on its income, revenues, and property. VENDOR/SUPPLIER shall provide COMPANY with all necessary tax documentation, including valid VAT receipts or invoices in accordance with Philippine tax regulations.

11.1 WITHHOLDING TAXES. COMPANY may withhold from any payment due to VENDOR/SUPPLIER such amounts as are required to be withheld under applicable law and regulations. VENDOR/SUPPLIER shall provide COMPANY with completed tax forms and shall cooperate with COMPANY to lawfully minimize any applicable withholding tax obligations.

12. 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. Fortuitous Events include, but are not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, earthquakes, typhoons, pandemics, strikes, or supplier failures. The party affected by a Force Majeure event shall promptly notify the other party in writing, specifying the nature and anticipated duration of the event. The affected party shall use reasonable efforts to mitigate the effects of the Force Majeure event and resume performance as soon as practicable. If the Force Majeure event continues for more than thirty (30) days, COMPANY may, at its sole option, terminate the P.O. without liability upon written notice to VENDOR/SUPPLIER.

12.1 NO EXCUSE FOR PAYMENT. Force Majeure shall not excuse VENDOR/SUPPLIER’s obligation to pay any amounts owed to COMPANY.

13. MISCELLANEOUS PROVISIONS

13.1 GOVERNING LAW. Parties’ rights and obligations arising out of or in connection with the P.O. conditions shall be governed by, construed, and enforced in accordance with the laws of the Philippines, without regard to conflict of law principles.

13.2 ARBITRATION. Any dispute, controversy or claim between the parties shall first be settled amicably, through good faith negotiations for a period of thirty (30) days, 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 (2) arbitrators designated shall select the third arbitrator who will act as the presiding arbitrator. The arbitration shall be conducted in English. Each party shall bear its own costs and attorneys’ fees, and the parties shall share equally the costs of arbitration. The decision of the arbitration panel shall be final and executory unless properly set aside by a competent court on grounds allowed by law. Notwithstanding the foregoing, COMPANY may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information without first resorting to arbitration.

13.3 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. VENDOR/SUPPLIER hereby irrevocably submits to the exclusive jurisdiction of the courts of Makati City (Metro Manila), Davao City (Davao del Sur), or San Pablo City (Laguna), Philippines, and waives any objection to venue or forum non conveniens.

13.4 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.

13.5 WAIVERS. 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. The failure of COMPANY to enforce any provision of these STC shall not constitute a waiver of such provision or of COMPANY’s right to enforce such provision.

13.6 NOTICES. Any notice or other communication relative hereto shall be in writing and may be delivered through personal service, electronic mail, commercial courier, 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 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.

13.7 ASSIGNMENT. VENDOR/SUPPLIER may not assign, transfer, or delegate any of its rights or obligations under the P.O. without the prior written consent of COMPANY. Any attempted assignment without such consent shall be void. COMPANY may freely assign its rights and obligations under the P.O. to any affiliate or successor.

13.8 SUBCONTRACTING. VENDOR/SUPPLIER shall not subcontract any portion of the Transaction without the prior written consent of COMPANY. Any approved subcontractor shall be bound by the terms of these STC, and VENDOR/SUPPLIER shall remain fully liable for all acts and omissions of its subcontractors.

13.9 CONFIDENTIALITY. VENDOR/SUPPLIER shall hold in strict confidence all Confidential Information (all non-public information disclosed by COMPANY to VENDOR/SUPPLIER, including but not limited to business plans, technical data, customer information, pricing, financial information, and proprietary processes) received from COMPANY and shall not disclose such information to any third party or use such information for any purpose other than performance of the Transaction. This obligation shall survive termination of the P.O. for a period of five (5) years. Confidential Information shall not include information that: (a) is or becomes publicly available through no breach by VENDOR/SUPPLIER; (b) was rightfully in VENDOR/SUPPLIER’s possession prior to disclosure by COMPANY; (c) is rightfully received from a third party without breach of confidentiality obligations; or (d) is independently developed by VENDOR/SUPPLIER without use of Confidential Information.

13.10 COMPLIANCE AND AUDIT RIGHTS. VENDOR/SUPPLIER shall comply with all applicable laws, regulations, and industry standards in the performance of its obligations. VENDOR/SUPPLIER shall maintain complete and accurate records relating to the Transaction for a period of five (5) years. COMPANY shall have the right, upon reasonable notice, to audit VENDOR/SUPPLIER’s records, facilities, and operations to verify compliance with the P.O. and these STC. VENDOR/SUPPLIER shall cooperate fully with any such audit and provide COMPANY with access to all relevant information and personnel.

13.11 PUBLICITY. VENDOR/SUPPLIER shall not issue any press release or make any public statement regarding the Transaction or use COMPANY’s name, trademarks, or logos in any marketing materials or customer lists without COMPANY’s prior written consent.

13.12 SURVIVAL. The following provisions shall survive termination or expiration of the P.O.: Sections 6 (Warranties), 7 (Limitation of Liability and Indemnification), 9 (Intellectual Property), 10 (Data Privacy), 11 (Taxes), 13.9 (Confidentiality), and 13.10 (Compliance and Audit Rights).

13.13 RELATIONSHIP OF PARTIES. VENDOR/SUPPLIER is an independent contractor. Nothing in the P.O. or these STC creates a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. VENDOR/SUPPLIER has no authority to make or accept any offers or representations on behalf of COMPANY.

13.14 CONFLICT OF INTEREST. VENDOR/SUPPLIER represents that it has no conflict of interest that would interfere with its performance under the P.O. VENDOR/SUPPLIER shall immediately notify COMPANY if any conflict of interest arises during the term of the P.O.

13.15 AMENDMENTS. No amendment or modification of these STC or any P.O. shall be valid unless made in writing and signed by authorized representatives of both parties.

13.16 COUNTERPARTS. The P.O. may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures shall be valid and binding.

14. RECEIPTS AND BILLINGS

VENDOR/SUPPLIER 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. All invoices must comply with BIR requirements and must include the P.O. number, detailed description of Material or Services, quantity, unit price, and total amount.

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#: 009-387-361-00000 BUSINESS STYLE: Franklin Baker, Incorporated

The VENDOR/SUPPLIER 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. Electronic copies of invoices shall also be submitted to COMPANY within the same timeframe.

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.