TERMS AND CONDITIONS

Definitions: Foundation Supplier Goods - shall refer to the Consuelo CHITO Madrigal Foundation, Inc. - Bikol - shall mean the person, firm, company, vendor, dealer, and contractor to whom this Purchase Order is issued. - shall mean the goods, products, and systems ordered by the Foundation from the Supplier as described in this Purchase Order.

Acceptance: The Purchase Order is an offer by the Company to the Supplier and the delivery of Goods and/or the supply of the Services by the Supplier to the Company shall be deemed an effective acceptance of the Purchase Order and of this terms and conditions. Any acceptance of the Purchase Order is limited to acceptance of the express terms contained in the Purchase Order. Any proposal to insert additional or different terms or any attempt by the Supplier to vary any of the terms and conditions of Purchase Order in the Supplier acceptance is hereby rejected. No revision of the Purchase Order or any of this terms or conditions shall be valid unless made in writing and signed by an authorized representative of the Company. Payment: Payment will be made subject to satisfactory delivery of Goods and/or completion of the services by the Supplier. Satisfactory delivery shall mean that Goods pass inspection/ testing done by the Foundation subject to the herein conditions. The price stated on the face of this Purchase Order to be payable by the Foundation to the Supplier according to the payment terms stated in the Purchase Order. Delivery of Goods: Time is of the essence of this agreement, and if delivery of the Goods is not completed by the time promised by the Supplier, the Foundation reserves the right without liability in addition to its other rights and remedies, to refuse delivery of any Goods or terminate this agreement by 3 days notice in writing as to the Goods not yet delivered or to demand a 1% rate of deduction from the whole purchase price agreed per day of delay from the promised date of delivery. Inspection/ Testing: Payment for the Goods delivered hereunder shall not constitute acceptance thereof. The Foundations shall have the right to inspect such Goods and to reject any or all of said Goods which are in the sound judgment of the Foundation defective or nonconforming. Goods rejected and Goods supplied in excess of quantity called for herein may be returned to the Supplier at its expense. In the event that the Foundation receives Goods whose defects or nonconformity are not apparent on examination, the Foundation reserves the right to require replacement. Nothing contained in the Purchase Order shall relieve in any way the Supplier from the obligations of testing, inspecting and quality control. Title to and risk of the Goods: The Supplier shall be responsible for and shall bear any and all risk of loss or damage to the Goods until actual delivery to and acceptance of the Goods by the Foundation. Upon such delivery and acceptance, title to the Goods and risk of loss or damage to the Goods shall pass to the Foundation, provided, however, that the Supplier shall bear any loss or damage, whenever occurring, which results, directly or indirectly, from inadequate packaging or inferior quality of the Goods. Termination: The Foundation reserves the right to terminate on the giving of 3 days written notice the Purchase Order or any part hereof at any time in its sole discretion in the event of any default by the Supplier or if the Supplier fails to comply with any terms and conditions of the Purchase Order. In the event of such termination, the Supplier shall immediately stop all work in relation to the performance of its obligations hereunder and the Supplier shall have no claim against the Foundation for costs, damages, and/or compensation. Late deliveries, deliveries of Goods or supply of services which are defective or which do not conform to the Purchase Order shall be the causes allowing the Foundation to terminate the Purchase Order. In the event of termination for cause, the Foundation shall not be liable to the Supplier for any amount, and the Supplier shall be liable to the Foundation for any and all damages sustained by reason of the default which gives rise to the termination. Warranties: The Supplier expressly warrants that all Goods furnished under this agreement shall conform to all specifications and appropriate standards, shall be new, and shall be free from defects in material or workmanship. The Supplier warrants that all such Goods shall comply in all respects with the specifications set out in the Purchase Order. The Supplier warrants that all goods furnished hereunder shall be in marketable condition, and shall be safe and appropriate for the purposes such Goods is normally used.