GENERAL TERMS AND CONDITIONS OF PURCHASE

1. DEFINITIONS

a. GOODS means items or equipment and any part or component thereof incorporated or to be purchased as specified in the PURCHASE ORDER
b. LANGHOFF means Langhoff Promotion Inc. as PURCHASER
c. PURCHASE ORDER means the document issued by LANGHOFF and identified as “Purchase Order”
d. SUPPLIER means the person or company identified on the PURCHASE ORDER as the seller of the GOODS.
e. SUBCONTRACTOR means any person or company having a contract with SUPPLIER for the supply of the GOODS or a part of the GOODS

2. APPLICABILITY

The PURCHASE ORDER shall be solely governed by these GENERAL TERMS AND CONDITIONS OF PURCHASE and if identified applicable in the PURCHASE ORDER, any other terms and conditions specified therein, hereinafter referred to as SPECIFIC CONDITIONS, in case there is conflict between the applicable terms and conditions, the order of precedence shall be as follows:

a. SPECIFIC CONDITIONS
b. GENERAL CONDITIONS

Standard terms and conditions of SUPPLIER or any other terms and conditions supplied by SUPPLIER shall not apply to the PURCHASE ORDER, unless expressly accepted in writing by PURCHASER. All correspondence and documents shall be in the English language and should be addressed to PURCHASER.

3. DELIVERY

a. The date stipulated for delivery of the GOODS shall be of the essence of the PURCHASE ORDER. Without prejudice to SUPPLIER’s obligations to deliver the GOODS on time, SUPPLIER shall give PURCHASER notice in writing immediately if any delay is foreseen.
b. Penalty on late delivery of 1% on the total contract price for every day of delay per calendar year.

4. TERMS OF PAYMENT

a. Payment shall become due either 15 calendar days after delivery of the GOODS in accordance with the PURCHASE ORDER or 15 calendar days after receipt of SELLER’s correctly prepared and adequately supported invoice, whichever is later.
b. PURCHASE ORDER number should be indicated on all invoices and other delivery documents and to be submitted to the following:

Attention: LANGHOFF PROMOTION PHILIPPINES, INC.
The Penthouse, 5/F Yupangco Bldg.
339 Sen. J. Gil Puyat Ave., Makati City

c. Invoices that are incorrectly prepared or lack the required details will be returned.

5. QUALITY OF GOODS

The GOODS shall be of good quality and shall be fit for the purposes for which the GOODS are generally intended and/or for which PURCHASER has informed SUPPLIER has represented they are intended. They shall comply in all aspects with the specifications given in the PURCHASE ORDER, and if the GOODS are sold by description, they shall comply with the latest description valid on the date of the PURCHASE ORDER.

6. WARRANTY

SELLER warrants that the GOODS shall be of good workmanship and shall comply in all respects with the requirements of the PURCHASE ORDER.

7. LIABILITY

a. SELLER shall be liable (without formal notice of non-compliance being required) for any loss or damage incurred by PURCHASER due to SELLER‘s or its SUBSELLER‘s non-compliance with the terms and conditions of the PURCHASE ORDER. SELLER‘s total liability under Article 7a shall be limited to the value of the PURCHASE ORDER.
b. In case of non-delivery by the SUPPLIER, BUYER has the right to buy the undelivered order from a third party, additional costs in terms of price and delivery charges shall be for the account of the original SUPPLIER.

Subject to the limitation of the liability specified in Article 7a above, if repairs, replacements or inspection are carried out, any reasonable costs incurred by PURCHASER including, but not limited to the costs of detection of the defect, inspection, removal, transport, repair, replacement, reinstallation, and retesting of the GOODS, together with the cost of delay to work of PURCHASER contractors, consultancies, and cleaning up shall be for SELLER‘s account.

8. INSPECTION / EXPEDITING

SELLER shall ensure that PURCHASER or its nominee has the opportunity to inspect the GOODS at any time during or after the manufacturing, construction, or assembly thereof and to check on progress of the work under the PURCHASE ORDER, either at SELLER‘s works or at its SUBSUPPLIER‘s works or wherever else the GOODS may be or the work is carried out. Such inspection or check shall not relieve SELLER of any obligation or liability under the PURCHASE ORDER.

9. CHANGES

PURCHASER reserves the right at any time to make changes in the PURCHASE ORDER. If such changes cause an increase or decrease in SELLER ‘s costs or alteration in the date of delivery, SELLER shall so advise PURCHASER and shall give an estimate of the consequent price and/or date of delivery adjustment prior to undertaking such change unless instructed otherwise in writing by PURCHASER.

10. OWNERSHIP AND RISK

Ownership, risk, and responsibility for the GOODS shall pass to PURCHASER upon delivery of the GOODS in accordance with the terms of the PURCHASE ORDER.

11. PATENTS, COPYRIGHTS AND TRADEMARKS

SELLER shall indemnify and hold harmless PURCHASER and PURCHASER‘s affiliated companies and their respective personnel, against any and all liability, loss or expense by reason of any claim, action or litigation in respect of any alleged or actual infringement of any patent, copyright or trademark, foreign or domestic, resulting from the use or resale of the GOODS.

12. LICENSE AND PERMITS

SELLER shall obtain for its own accountancy license or other permit which is required in the country of shipment and/or of origin for implementation of the PURCHASE ORDER. The PURCHASE ORDER shall be conditional upon availability of such license or other permit.

13. TAXES AND DUTIES

SELLER shall assume full and exclusive liability for payment of all taxes, duties, levies and other charges including withholding taxes, value added taxes or any other charges imposed on the GOODS.

14. FORCE MAJEURE

Neither SELLER nor PURCHASER shall be liable for any failure to fulfill any term or condition of the PURCHASE ORDER if fulfillment has been delayed, interfered with or prevented by any event which is beyond the control of the party concerned.

15. CONFIDENTIALITY

SELLER shall obtain PURCHASER‘s permission before disposing by way of press release or otherwise, to any third party any information from PURCHASE or information derived there from relating to the GOODS and/or the PURCHASE ORDER, except in so far as necessary for the information of potential SUBCONTRACTOR, or the obtaining of any necessary licenses or permits.

SELLER can in no way use, avail, reproduce or sell to others the designs, patterns, and ideas given by the PURCHASER. Any unauthorized reproduction of such references by the SUPPLIER shall be taken into legal action and SUPPLIER is liable for damages.

16. APPLICABLE LAW

The PURCHASE ORDER shall be exclusively governed by the laws of the Republic of the Philippines. All disputes arising between SELLER and PURCHASER shall be exclusively and finally settled in the courts of Makati City.

NOTE: THIS IS A COMPUTER GENERATED DOCUMENT AND NO SIGNATURE IS REQUIRED.