SUPPLY AGREEMENT

KNOW ALL MEN BY THESE PRESENTS:

THIS SUPPLY AGREEMENT is made and entered into this _____ day of ____________,
__________, at _______________________________, by and between:

SORO-SORO IBABA DEVELOPMENT COOPERATIVE (SIDC), a duly registered

cooperative under the Cooperative Development Authority, with principal office address at Sorosoro
Ibaba, Batangas City, represented herein by its Chief Executive Officer, HON. RICO B. GERON
hereinafter referred to as the “SUPPLIER”;
-and -
______________________ a corporation duly organized and existing under and by virtue of the
laws of the Republic of the Philippines, with principal office address at
________________________________________________, represented herein by its
___________________, ___________________________________, hereinafter referred to as the “
CLIENT”

(The Client and the Supplier shall hereinafter be referred to individually as a “Party” and collectively as
the “Parties”.)

WITNESSETH that –

WHEREAS, the SUPPLIER is an accredited supplier of corns engaged in the sale of corns.
WHEREAS, CLIENT is a ___________________ and is actively involved in the direct selling of
different products and services of corn to its members and/or funds purchases of goods by its members;
WHEREAS, SUPPLIER is able to supply, provide and sell the Products to the CLIENT and/or its
members and the CLIENT agrees to procure and purchase, or cause its members to procure and purchase,
the Products from the SUPPLIER; and
NOW, THEREFORE, for and in consideration of the foregoing premises, the Parties hereby agree as
follows:

1. SALE AND DELIVERY OF THE PRODUCT

1.1 The SUPPLIER shall sell and deliver, or procure to be delivered, and the Buyer shall purchase
from the Supplier, which are more specifically described in the signed Pro-forma Invoice as
provided herein.
1.2 The CLIENT shall issue a Purchase Order to the Supplier indicating the quantity to be purchased,
the Product specifications, the Services to be rendered, as well as other stipulations specific to the
Purchase Order. The Supplier shall have three (3) Business Days to accept and confirm the
Purchase Order by signing and returning a copy of the Purchase Order to the Client.
A “Business Day” shall mean a day, except Saturday and Sunday, on which commercial banks are
required or authorized to be open in Manila, Philippines.
1.3 The Product & Services that shall be delivered to the Client under this Agreement shall conform
to the quality and specifications stated in the Purchase Order. In addition, the Product & Services
shall be: (i) of first class design and workmanship; (ii) equal in all respects to the drawings,
specifications and/or instructions issued by the Client; (iii) capable of the standard of performance
specified in the Purchase Order and/or approved drawings; and (iv) be fit in every respect for the
purpose it is intended.
1.4 The Supplier shall deliver the Product & Services in accordance with the terms specified in the
Purchase Order.

2. CONTRACT PRICE, BILLING AND PAYMENT

2.1 For and in consideration of the faithful performance by the Supplier of its obligations under
Article 1 hereof, the Client agrees to pay the Supplier the Contract Price for the sale and delivery
of the Product & Services as set forth in the Purchase Order. The Contract Price is fixed and
shall not be subject to any adjustments on account of any increase in the cost to the Supplier as a
result of changes in material and /or labor costs or variations in foreign exchange rates.
2.2 All payments by the Client shall be conditioned upon the delivery by the Supplier of an invoice.
The Client shall have a period of fifteen (15) Business Days from receipt of the Supplier’s
invoice within which to pay the Contract Price to the Supplier.
2.3 Within the period specified in Article 2.2 hereof, the Client shall have the right to dispute or
approve the invoice. In case of any dispute on the invoice, the Client shall state the particulars of
its comments and objections in writing. The Supplier, upon receipt of the Client’s comments,
shall have seven (7) Business Days to submit a revised invoice. The period specified in Article
2.2 for the payment of invoices shall commence to run only upon the Supplier’s submission of
the revised invoice.
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2.4 In case the Parties fail to agree on the invoice amount, the Parties may, upon mutual written
agreement, avail of other modes of dispute resolution, without prejudice to availing of other
rights or remedies provided under the law or this Agreement. During the pendency of a dispute
on the invoice, the Parties shall continue to act in accordance with this Agreement. The
obligation of the Buyer to pay the disputed invoice, however, shall be suspended until the dispute
is resolved, but the Supplier shall continue to supply and install the Product without any
interruption.
2.5 Each invoice issued by the Supplier shall be in a form approved by the Client, and shall include
details of the Products & Services delivered by the Supplier corresponding to the sum being
invoiced.

3. TAXES AND DUTIES

3.1 Any taxes, fees, charges or other dues, including surcharges, interest, and penalties, imposed or
charged by the government, its instrumentalities or subdivisions in connection with the
transaction contemplated by this Agreement shall be borne and paid for by the Party directly
liable for such under the National Internal Revenue Code of 1997, as amended, the Local
Government Code of 1991, and all applicable rules and regulations, as follows:
a. The creditable withholding taxes due on the Contract Price, including additional
adjustments thereto, if any, shall be for the account of the Supplier. For this purpose, the
Client, as the statutory withholding agent undertakes to execute and issue the
Withholding Tax Remittance Returns and to provide the Supplier with a copy of the said
Returns.
b. The Client, being a duly authorized cooperative, enjoys VAT-exempt status; and
c. All other taxes or assessments as a result of the execution, delivery and performance of
this Agreement, such as, but not limited to, income taxes, local business taxes, and
contributions imposed by law or regulation, shall be for the account of the Supplier.

4. LIQUIDATED DAMAGES
4.1 The Supplier acknowledges that time is of the essence under this Agreement, and that delivery
and installation of the Product within the relevant periods under this Agreement are of paramount
interest to the Client.
4.2 In the event that delivery of the Product or Services is not performed by the Supplier within the
appropriate period specified in Article 1.4, the Supplier shall be liable for the payment of
liquidated damages to the Client, at the rate of one-tenth of one percent (1/10 of 1%) of the
Contract Price for every day of delay, from the date when delivery of the Product or Services is
required until delivery of the Product or Services is actually made by the Supplier, subject to a
maximum cap equivalent to ten percent (10%) of the value of the Contract Price.

5. INSPECTION AND TEST OF THE PRODUCTS & SERVICES

5.1 The Supplier guarantees that the Products & Services shall operate within the performance
specifications set forth in the Pro-forma Invoice.
5.2 The Product Test shall comprised of activities agreed upon by both Parties. Expenses for
equipment, labor, and supervision necessary for the Product Test shall be for the account of the
Supplier. Consumable materials to be used during the Performance Test Run shall be for the
account of the Client.
5.3 All Product Tests shall be conducted in the presence of the Client and its duly authorized
representatives. Product Tests conducted without a representative of the Client present shall be
void.
5.4 The results of a Product Test shall be provided by the Supplier to the Client in writing. If a
Product Test (or any repetition thereof, in the event of prior failure) is failed, or if any Product
Test is stopped before its completion, the Product Test must, subject to twenty four (24) hours
prior notice having been given to the Client’s representatives, be repeated as soon as practicable
within the Product Test Run or any portion thereof remaining.
5.5 The Client shall have no obligation to purchase a Product or Service which does not comply with
the Product Guarantees. If, upon the expiration of the Product Test Run, the Supplier is unable to
demonstrate that the Product complies with the Product Guarantees, the Client may:
(a) Reject the Product and/or Service and demand reimbursement of all sums paid by the
Client to the Supplier;
(b) Demand replacement of the Product or Service, or any portion thereof, which shall be
subject to the same Product Guarantees and to the same Product Tests required under
this Agreement; provided, that all expenses for Product replacement shall be exclusively
for the account of the Supplier, and that Product replacement shall be available no less
than seven (7) days from date of written demand for replacement by the Client. Pending
replacement, the Client may use the current Product and/or Service; or
(c) Accept the Product and/or Service, subject to a reasonable reduction of the Contract
Price by an amount acceptable to the Client.
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5.6 The Client shall, upon demonstration by the Supplier of compliance with the Product Guarantees,
or upon acceptance of the Product and Services in accordance with Article 5.5(c) of this
Agreement, issue an acceptance certificate (“Acceptance Certificate”) signifying its acceptance
of the Product & Service; provided, that the issuance of the Acceptance Certificate does not
release the Supplier from any of its obligations under this Agreement, other than those related the
correction of accepted deviations from the Performance Guarantees.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants to the other Party that
a. it is duly organized and validly existing as a business in good standing under the laws of
its place of incorporation;
b. it has full corporate power and absolute authority to execute, deliver and perform this
Agreement, and has taken all appropriate and necessary corporate and legal actions to
authorize the execution and delivery of this Agreement and to comply, perform and
observe the terms and conditions hereof;
c. neither the execution of this Agreement, nor the performance by it of its obligations in
connection with the transactions contemplated hereby, nor the fulfilment by it of the
terms and conditions set out herein will:
i. conflict with or violate any provision of its articles of incorporation, by-laws, or
equivalent constitutive, charter or organizational documents;
ii. not violate any statute, regulation, rule, order, decree, injunction or other
restriction of any governmental entity applicable to it and currently in effect; or
iii. constitute a breach of any agreement, arrangement or understanding, oral or
written, entered into by it with any third party;
d. there is no litigation pending or, to the best of its knowledge, threatened against it,
challenging the validity or propriety of, or otherwise relating to or involving, this
Agreement or the transactions contemplated hereby or preventing it from entering into
this Agreement or performing its obligations under this Agreement; and
e. This Agreement will constitute the valid and legally binding obligation of the Party,
enforceable in accordance with its terms upon its execution.

6.2 The Supplier further represents and warrants to the Buyer that:
a. the Supplier has absolute right to transfer title and ownership over the Product & Service
to the Client and to its buyer, and the same is free and clear from any and all liens,
encumbrances, and/or security interests in favor of third persons;
b. all consents necessary to be given by third parties for the Parties to perform their
respective obligations or exercise their respective rights under this Agreement have been
procured by the Client;
c. the sale of the Product & Services and the use thereof by the Client will not constitute an
infringement of any patent, industrial design, trade secret, trademark, copyright or any
other intellectual property or proprietary right held by any third party. This Agreement
is freely transferable without infringement in any manner to any patent, industrial
design, trade secret, trademark, copyright or any other intellectual property or
proprietary right held by any third party in respect of the Product & Services;
d. the Product & Service is free from defects in design, workmanship, and materials or, in
case the Product and/or Service is accepted in accordance with Article 5.5(c), there are
no defects in design, workmanship and materials affecting the Product other than those
known and discovered as of the acceptance thereof by the Buyer pursuant to Article
5.5(c), and that for a period of twelve (12) months from the date of the Acceptance
Certificate (the “Warranty Period”), the Product shall operate in accordance with the
Product Guarantees, except to the extent waived in accordance with Article 5.5(c). The
Supplier shall perform all works necessary to repair, remedy and/or rectify any observed
defect in the performance of the Product at no cost to the Client. The Supplier
furthermore warrants that all remedial works performed by it shall be satisfactory,
adequate and appropriate for the defects addressed, and any defects thereto occurring
within the Warranty Period shall be rectified at no cost to the Client; provided, that
warranty for remedial work shall in no case be less than six (6) months from the
performance thereof.

7. RELATIONSHIP OF THE PARTIES.

Nothing herein shall be deemed to constitute the Client and the Supplier as partners, joint
venturers, agents, employer and employee, or otherwise associated in or with the business of the
other. Neither Party shall be liable for any debts, accounts, obligations, or other liabilities of the
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 other Party, its agents or employees. The Supplier shall not, at any time, represent itself to be an
agent or representative of the Client in any manner or commit Client to any contract or otherwise
incur any liability on behalf of Client.

8. INDEMNIFICATION

8.1 The Supplier shall answer for and indemnify the Client and its subsidiaries or affiliates under its
control, and their trustees, officers, employees and agents, from and against any and all losses,
liabilities, judgments, awards and costs (including legal fees and expenses) against any damage
to or loss of the Client’s properties, or for those damages or losses for which the Supplier is
responsible, which may be sustained by the Client due to the Supplier’s breach of this Agreement
and/or any defect of the Product or Service other than those accepted by the Client pursuant to
this Contract. In addition, the Client shall not, in any manner, be answerable or accountable for
any injury to or death of any person/s (including the Supplier’s employees or representatives)
caused or incurred during the time of and/or consequent to the performance by the Supplier of
any of its obligations under this Agreement, or to the defective operation of the Product or
Service, all of which shall be for the account of the Supplier. The Supplier shall indemnify
against and hold free and harmless the Client from any and all claims, liabilities, expenses, costs,
losses or damages of whatever nature (including legal costs) brought against, suffered, or
incurred by the Buyer as a result of any action, claim, or suit that may be filed against it resulting
from the delivery of the Product & Services by the Supplier and/or the defective operation
thereof.

8.2 The Supplier shall indemnify and hold harmless the Client and its subsidiaries or affiliates under
its control, and their trustees, officers, employees and agents, against any and all losses,
liabilities, judgments, awards and costs (including legal fees and expenses) arising out of or
related to any claim that the Client’s use or possession of the Product & Service pursuant to and
for the purposes set forth in this Agreement, or the license granted hereunder, infringes or
violates any patent, industrial design, trade secret, trade mark, copyright, or other intellectual
property or proprietary right of any third party. The Supplier shall defend and settle at its sole
expense all suits or proceedings arising out of the foregoing, provided that the Client gives the
Supplier notice of any such claim of which it learns. No such settlement which prevents the
Client from continuing to use the Product & Service as provided herein shall be made without the
Buyer’s prior written consent. In all events, the Client shall, at its own cost and expense, have
the right to participate in the defense of any such suit or proceeding through counsel of its own
choosing. In case the Product or Service, or any part thereof, are held to constitute such an
infringement and the use of the Product or Service for the purpose intended is enjoined, then the
Supplier shall, at the Client’s option, and at the Supplier’s expense, either procure for the Client
the right to continue using same, or replace same with non-infringing products, or modify same
so it becomes non-infringing, or remove the Product and refund the total Contract Price or such
portion thereof so far paid by the Client.

9.3 In all cases where sums are payable by the Supplier to the Client pursuant to this Agreement,
such sums shall be paid within ten (10) days from the Supplier’s receipt of written demand. Any
such sum may be set-off by the Client against payables to the Supplier, at the sole option of the
Client.

9. FORCE MAJEURE
9.1 Force Majeure shall mean unavoidable causes beyond the control and without fault or negligence
of the Supplier and/or the Client, including but not restricted to, acts of God, war (whether
declared or undeclared), acts of any government authorities, riots, revolutions, civil commotions,
fires, strikes or labor disputes (which are widespread and not directed at the Party claiming Force
Majeure), acts of sabotage or epidemics, but shall not include unforeseen difficulties in
manufacture, difficulty in obtaining supplies (unless itself due to Force Majeure), shortage of
labor or non-observance by the Supplier’s sub-contractors in carrying out their obligations.
9.2 Should a case of Force Majeure prevent the total or partial performance required under this
Agreement, the Party claiming Force Majeure shall, promptly after such situation occurs, advise
the other Party of the existence and the expected cessation of such Force Majeure event
immediately after obtaining knowledge thereof and shall furnish the other Party with convincing
evidence substantiating the occurrence and nature of the alleged contingencies, within one (1)
week after the cessation of the Force Majeure event.
9.3 Cases of Force Majeure declared and substantiated under Article 10.2 hereof shall reasonably
extend the term of the contractual obligations of both Parties. Neither Party shall be entitled to
any penalty, interest or any other compensation or damages for the delay and/or non-performance
of the obligations of the other Party due to Force Majeure.
9.4 In case the delay and/or non-performance of the obligations by either Party exceeds thirteen (13)
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 weeks due to Force Majeure, the other Party shall be entitled to terminate this Agreement;
provided, that if the Buyer terminates this Agreement pursuant to this Article 10.4 before having
issued an Acceptance Certificate, the Supplier shall refund all payments received from the Client
as of the date of termination pursuant to this provision.

10. TERMINATION
10.1 This Agreement shall terminate automatically upon the lapse of the Warranty Period.
10.2 Either Party may terminate this Agreement prior to the expiration of the Warranty Period upon
the occurrence of any of the following events:
a. If the other Party is adjudged bankrupt or insolvent;
b. If the other Party makes a general assignment of its assets or business for the benefit of
its creditors;
c. If there is a change of control, merger, or consolidation involving the other Party;
d. If a trustee, receiver, judicial manager, liquidator, administrator, or conservator is
appointed for the other Party or for any of its property;
e. If the other Party files a petition for insolvency, suspension of payments, or to reorganize
under the bankruptcy or similar laws;
f. If the other Party ceases its business operations or permits its license or authority to
conduct its business to expire or be revoked without said license being immediately
renewed;
g. If the other Party is prevented from performing its obligations under this Agreement due
to Force Majeure, in accordance with Article 10.4 hereof; or
h. Failure of the other Party to cure or remedy its breach of this Agreement, within fifteen
(15) days from having received a written notice of breach.

10.3 In case this Agreement is terminated by the Client under any of the grounds specified herein, the
Product & Services, or any portion thereof so far delivered as of the effective date of termination,
may be appropriated or rejected by the Client at its option; provided, that the appropriation of the
Client of the Product or Service, or any portion thereof, does not constitute a release of the
Supplier from any of its other obligations under this Agreement, in respect of which the Client
may claim appropriate indemnification pursuant to this contract. If the Product or Service is
rejected by the Client, the Supplier shall refund to the Client of all payments made by the Client
as of the date of termination. The Supplier shall have a right to retain possession of the Product
or Service, or any portion thereof, until full payment by the Supplier of the amount due to the
Client pursuant to this Contract.
10.4 In the event the Supplier is unable to refund to the Client all of the latter’s payments pursuant to
Article 10.3, the Buyer shall have the right to take an inventory of the Product or Service, or such
portions thereof, delivered by the Supplier; to sell the same in a public sale, and to apply the
proceeds thereof to the Supplier’s outstanding payables and/or whatever liability or indebtedness
the Supplier may owe the Client under this Agreement and to the payment of reasonable
expenses for the sale. For this purpose, the Supplier hereby unconditionally and irrevocably
appoints the Client as its attorney-in-fact to do any and all things necessary to give effect to
and/or fully enforces this Article 10.4. The Supplier hereby expressly agrees that any and all acts
performed by the Client in enforcing the right provided under this Article 10.4 lien shall not be
the subject of any court action or petition for any provisional remedy or injunction in court.
10.5 The Supplier shall have the right to retake possession of the Product, subject to the rights of the
Client under Articles 10.3 and 10.4 hereof; provided, that all expenses necessary for the Supplier
to retake possession of the Product or Service shall be for its own account in case this Agreement
is terminated by the Buyer under any of the grounds specified in Article 10.2
10.6 Termination of this Agreement shall be in addition to, and not in lieu of, all other rights and
remedies as a Party may be entitled to under applicable laws, rules and regulations.
10.7 Termination of this Agreement for any cause shall not release a Party from any liability which at
the time of termination has already accrued to the other Party or which thereafter may accrue in
respect of any act or omission prior to such termination.

11. DISPUTE RESOLUTION AND VENUE

11.1 Any dispute which arises out of or in connection with the Agreement between the Supplier and
the Client shall by all means possible be settled amicably by the Parties.
11.2 Failure by the Parties to arrive at an amicable settlement of any dispute within a period of one (1)
month from the date of a written offer of amicable settlement (“Settlement Period”) given by a
Party to the other, shall automatically entitle the Parties to their respective remedies at law. The
Settlement Period may be extended by mutual consent of the Parties in writing.
11.3 Any dispute which is not settled within the Settlement Period shall be finally settled by litigation.
Any litigation or suit arising from this Agreement shall be filed in the proper courts of Batangas
City, to the exclusion of all other courts elsewhere situated.

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12. ENTIRE AGREEMENT AND AMENDMENTS
12.1 This Agreement constitutes the entire contract between the Parties and supersedes all prior
negotiations, representations or contracts, whether oral or written, relative to the subject matter of
this Agreement.
12.2 This Agreement may not be amended, added to or otherwise modified except by mutual consent
in writing duly signed by both Parties.

13. MISCELLANEOUS PROVISIONS

13.1 A Party shall not assign or transfer this Agreement or any of the rights or obligations granted
herein without the prior written consent of the other Party. In the event that consent for
assignment is given, it is understood that the assignee shall be bound by all the terms and
conditions of this Agreement.
Notwithstanding the foregoing, the Client shall have the right, and without need of the Supplier’s
prior written consent, to assign this Agreement to any of its subsidiaries and/or affiliates.
13.2 Failure of either Party to exercise a remedy or to insist in one or more instances with regard to
the performance of any of the provisions of this Agreement shall not be construed as
abandonment or cancellation or waiver of such provision. No waiver by any Party of any
provision of this Agreement shall be binding unless made expressly and in writing.
13.3 The Parties acknowledge and agree that they have fully read and understood the contents of this
Agreement and that the same shall be considered to have been jointly drafted.
13.4 In case any one or more of the provisions contained in this Agreement shall be held invalid,
illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired thereby.
13.5 The Supplier shall not hire, engage, or employ, or offer or entice, employees of the Client,
without the prior written consent of the Client. This prohibition shall apply to all existing
personnel or employees or officers of the Client, and subsist until one (1) year from and after the
severance of their employment or relationship with the Client or the termination or expiration of
this Agreement, whichever comes later. In the event that the Supplier breaches this covenant and
absorbs, employs, or engages, directly or indirectly, any of the foregoing, the Supplier shall pay
the Buyer a fee equal to twice the last applicable annual compensation (inclusive of salary and
benefits) enjoyed by such personnel, employee, or officer, whether from the Buyer or otherwise.
13.6 This Agreement shall be governed by, and construed and interpreted in accordance with, the laws
of the Republic of the Philippines.
13.7 This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed
an original, but all of which, taken together, shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties herein affixed their signatures on the date and place above
written.

_______________________ ____________________________
HON. RICO B. GERON
Client Supplier

SIGNED IN THE PRESENCE OF:

________________________ _______________________
 

ACKNOWLEDGMENT

Republic of the Philippines)

City of _________________) S.S.

BEFORE ME, personally came and appeared this _____ day of ______, 2020:

Name CTC # /VALID ID# Issued at/on

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RICO B. GERON 08460202 Batangas City / 1/04/202
___________________ _____________ _______________________

Known to me and to me known to be the same persons who executed the foregoing instrument and
acknowledged to me that the same is their free and voluntary act and deed. 

This instrument consisting of _____ ( ) pages, including the page on which this acknowledgement is
written, has been signed on each and every page thereof by the concerned parties and their witnesses, and
sealed with my notarial seal.

WITNESS MY HAND AND SEAL, on the date and place first above written.

NOTARY PUBLIC

Doc. No. _______:

Page No. _______:
Book No. _______:
Series of _______.