PURCHASE ORDER

AP RENEWABLES INC. PO No: 150000090

Sitio Mahabang Parang, Limao, 4012 Rev. No: 0
Calauan, Laguna, Philippines Date: 12/21/2022
Tel. No.: (632) 8886-2800 Page: 1 of 8
VAT Reg. TIN: 006-893-465-00000
Business Style: AP RENEWABLES INC.

COMPANY SUPPLIER SITE/SHIP TO:

AP RENEWABLES INC. MCP CENTER & INDUSTRIAL SUPPLY AP RENEWABLES INC.
SITIO MAHABANG PARANG, LIMAO, 4012 B8 L32 P6 SAMPAGUITA ST ACM, IMUS, CAVITE, MGP, SITIO MAHABANG PARANG,
CALAUAN, LAGUNA, PHILIPPINES 4103, PHILIPPINES BARANGAY LIMAO, CALAUAN,
LAGUNA, CALAUAN, 4012,
PHILIPPINES
TIN: 006-893-465-00000 TIN: 228-197-882-00000 ATTN:
BUSINESS STYLE: AP RENEWABLES INC. ATTN: MARY ANN TEL NO:
ATTN: Doroteo Almazan TEL NO: + () #ERROR! INCOTERMS: DDP
TEL NO: (632) 8886-2800 FAX NO:
EMAIL: mbautista_mcpcenter@yahoo.com
Line Item Qty UoM Description Unit Price Extended Price

1 1.00 UNIT TV 75 INCHES, SAMSUNG UHD UA75AU7000GXXP 94,500.00 94,500.00

00
Promised Date: 27-DEC-2022
PR HO-PR140000002

2 6.00 UNIT TV 50 INCHES, SAMSUNG TV 50BU808GXXP 29,999.00 179,994.00

00
Promised Date: 27-DEC-2022
PR HO-PR140000002

3 7.00 UNIT EXTRA LARGE HEAVY MOBILE FLOOR TV CART 6,500.000 45,500.00
ROLLING TV MOUNT STAND WITH TRAY FOR 32"-100" 0
- 6FT
Promised Date: 27-DEC-2022
PR HO-PR140000002

4 1.00 PIECE 5 METERS HDMI CABLE ULTRA HD/4K (FOR 75 750.0000 750.00
INCHES TV)
Promised Date: 27-DEC-2022
PR HO-PR140000002

Bill-To Location: APRI-GEN LOCATION

Payment Terms: Net 30
Payment Instruction:
Note to Supplier: NOTES TO SUPPLIER:
1. Terms of payment: Net 30 days after receipt of original and correct invoice
2. Please bring DR and PO upon delivery
3. For services, COC shall be approved and prepared prior date of delivery. Contractor / supplier to coordinate with the end-users.
4. Subject to end-user's acceptance
5. Invoice must bear APRI's correct address ": Sitio Mahabang Parang, Barangay Limao, Calauan Laguna 4012"
and TIN: 006-893-465-000
6. Please indicate "AP RENEWABLES INC." on business style portion of your invoice
7. Billings submitted to APRI are required to reflect the IRR number on the face of the Invoice
Amount 320,744.00
VAT Amount 0.00

Total: PHP 320,744.00

Amount in Words: THREE HUNDRED TWENTY THOUSAND SEVEN HUNDRED FORTY-FOUR ONLY
ZERO RATED
Please confirm receipt authenticity and validity of this document from authorized company representatives.
This Purchase Order is subject to the provisions of the Terms and Conditions - Purchase Order (Rev. 00 / 2021.02.15) and Related Documents.

Supplier Acknowledgement
Approved By: Acknowledged By:
Approved Date: Acknowledged Date:

Acknowledgement Certificate No.: AC_121_092022_000055

Date Issued: 09/27/2022
Series: 150000001-159999999
Name of User: doroteo.almazan@aboitiz.com
Run Date/Time: 12/22/2022 08:59:34 AM
System Name: Oracle Financials Cloud R13

"THIS DOCUMENT IS NOT VALID FOR CLAIM OF INPUT TAX."

"This is a BIR-approved system-generated report. No signature is required."
 TERMS AND CONDITIONS - PURCHASE ORDER
1. DEFINITIONS
Under this Terms and Conditions – Purchase Order (the "Terms and Conditions"), the following expressions have, except where the context
otherwise requires or as otherwise defined in other clauses of this PO, the meanings respectively shown following them:

1.1. "Company" shall refer to the company appearing on the upper left portion of the face of the PO.
1.2. "Company Group" means the Company and its affiliates, subsidiaries and related parties and their respective shareholders, officers,
directors, employees, agents, consultants, and representatives.
1.3. "Goods" means the goods, equipment, tools, supplies, materials, and the like which the Supplier shall provide or deliver as set forth in
this PO, including any Related Documents, manuals or reports.
1.4. "Hazardous Materials" means materials or substances that are or contain dangerous goods, chemicals, contaminants, substances,
pollutants, or any other materials that are classified as hazardous or unsafe by applicable laws or relevant international law,
regulations, and standards.
1.5. "Inspection Receiving Report Number" or "IRR Number" refers to the system generated number or any equivalent document issued
by the Company as a reference that the Goods are received and/or Services have been completed.
1.6. "Intellectual Property Rights" means any and all current and future intellectual and industrial property rights and interests, including
any patents, trademarks, service marks, rights in designs, trade names, copyright, utility models, eligible layout rights, inventions,
innovations, discoveries, trade secrets and know how, applications for, or right to apply for registration of any of them, rights under
licenses and consents in relation to any of them and other forms of protection of an equivalent nature or having equivalent effect to
any of them, in the Philippines and the world, whether registered or unregistered, for the duration of the rights and interests.
1.7. "Party" means either the Company or the Supplier, as the case may be, and "Parties" shall mean both the Company and the Supplier.
1.8. "PO" or "Purchase Order" means the principal contract, composed of the face of the PO, and the Terms and Conditions, Related
Documents, and other schedules and attachments, as may be applicable, that are made integral parts thereof. In case this PO is a
call-off from a long form contract, then the Terms and Conditions shall be deemed superseded by the long form contract.
1.9. "PO Price" means the total Services price and/or total Goods price specified on the face of this PO.
1.10. "Promised Date" shall mean the date stipulated on the PO, when the Supplier guarantees to completely deliver the Goods and/or
complete performance of the Services. Unless otherwise indicated on the face of the PO, complete delivery and/or performance shall
include the Company's acceptance of the Goods and/or Services.
1.11. "Related Documents" shall refer to other documents made or required in connection with this PO, and as may be specified on the
face of the PO.
1.12. "Required Approvals" means any action, order, authorization, consent, approval, license, lease, ruling, permit, certification,
exemption, filing or registration by or with any governmental authority required by applicable laws in connection with (i) the execution,
delivery, enforceability, performance, admission into evidence or enforcement of this PO; or (ii) the undertaking and performance by
each of the Parties of all of its obligations or liabilities under this PO.
1.13. "Services" means the works which the Supplier shall perform as set forth in this PO, including the submission of any Related
Documents, manuals or reports.
1.14. "Site" means the Company's power generator facilities, offices, real property or any designated place where the Goods will be
delivered and intended to be used, and/or where the Supplier will perform the Services.
1.15. "Supplier" means the supplier named on the face of the PO.
1.16. "Supplier Group" means the Supplier and its affiliates and subsidiaries and their respective shareholders, officers, directors,
employees, agents, consultants and representatives and its subcontractors and suppliers.
1.17. "Work Product" means work(s) made by the Supplier for the Company and which shall belong exclusively to the Company. Work
Product shall include, but is not to be limited to, consultancy reports, which may include policies, procedures, work instructions, test
results, formal reports, forms, implementation campaigns and system configurations programming, documentation, analyses, and any
other media, materials, or objects produced as a result of or in relation to the Supplier's engagement by the Company pursuant to this
PO.
2. TERM OF AGREEMENT
2.1. Unless otherwise agreed, this PO shall be effective from the date of its issuance by the Company and shall continue to be in full force
and effect until the date of the expiration or termination of this PO; provided, that in no event shall this PO expire until after the
expiration of the Warranty Period.
2.2. This PO shall be subject to this Terms and Conditions. In case of conflict between the face of the PO and those found in this Terms
and Conditions, the former shall prevail.
2.3. The Supplier shall signify its acceptance of this PO to the Company by signing it and delivering a signed copy to the Company within
48 hours from receipt. For purposes of this provision, the Supplier shall be deemed to have received this PO on the date and time
reflected on the facsimile or email return receipt, or on the copy of this PO signed by the Supplier, whichever is earlier. The Supplier
acknowledges that its delivery of the Goods and/or performance of the Services and its obligations specified on the face of this PO,
including any delay therein, is an unequivocal expression of its acceptance of the terms of this PO.
3. PRICING AND TAXES
3.1. Except as otherwise provided under this PO, the PO Price and unit price are fixed and no adjustments or changes thereto shall be
permitted whether on account of inflation, currency fluctuations, changes in material, labor costs and/or for other reasons. The PO
Price and unit price includes all costs and expenses for the delivery of the Goods (including those pursuant to the agreed Incoterms®)
and/or Services as well as all securities or insurances required from the Supplier under this PO.
3.2. Unless otherwise specified on the face of this PO or subsumed in the agreed Incoterms®, the PO Price shall include any and all
applicable taxes, fees and charges, including, but not limited to, value added tax ("VAT") or any other similar tax, customs duties,
tariffs, imposts, or other government-imposed charges. In all cases, the Supplier's sales invoice (for the sale of goods) or official
receipt (for the sale of services) shall separately identify the amount of such VAT and other taxes, if applicable. The Company shall not
be responsible for any taxes, duties or costs imposed outside the Philippines, and the Company shall not be responsible for income
tax imposable upon the Supplier's overall income.
3.3. The Supplier shall strictly comply with the invoicing, documentation and other requirements under applicable laws in order for the
Company to avail of all the fiscal incentives that the Company is entitled to, including, but not limited to, (i) zero-rated VAT on its
purchases of goods, properties, and services; (ii) tax and duty exemption on importation of machinery, equipment and other materials;
and (iii) any other tax exemption, relief or benefit. Supplier shall not commit any act or omission which would adversely affect any
exemption from taxes or other relief or benefit granted to Company under applicable laws, and Supplier shall provide reasonable
assistance to Company in availing any such tax exemption, relief or benefit.
4. INVOICING AND PAYMENT
4.1. Original copies of valid invoices, statements of account, delivery receipts shall be submitted by the Supplier and shall include: the PO
number, Inspection Receiving Report (IRR) number, complete billing address, description of Goods and/or Services, quantities, unit
price, extended totals, any applicable tax (including VAT, gross receipts tax, withholding tax or any other similar tax) or other charges,
and other information required by the Company, which shall all be in compliance with the requirements of applicable laws. The
Supplier hereby acknowledges that correct, complete, and accurate statements of accounts, invoices, and/or receipts are crucial to
 enable the Company to avail of its tax incentives, such as, but not limited to applications for refunds or credits, as well as to properly
defend its books of accounts during audits by tax authorities. The Company reserves the right to withhold payment for Goods and/or
Services until such time such documents are revised or corrected to the Company's satisfaction, without incurring any interest and/or
penalties for late payment.
4.2. Application for the payment of the Goods and/or Services shall be processed only upon submission by the Supplier and actual receipt
by the Company or its authorized representative or agent of all the documents and/or Related Documents required for acceptance or
as may further be instructed by the Company.
4.3. Unless otherwise specified on the face of the PO, the Company shall have a period of not more than thirty (30) days, reckoned from
receipt of a valid invoice or billing statement pursuant to Clause 4.1 above, and issuance of a Certificate of Completion (as hereinafter
defined), within which to make payment of all undisputed amounts invoiced. Notwithstanding anything to the contrary in this PO, the
Supplier acknowledges that it can no longer make any claim, action or demand for payment, and that the Company is not obligated to
make any such payment, against any invoice or statement of account submitted beyond ninety (90) days from the date of expiration or
termination of this PO.
4.4. Notwithstanding anything to the contrary contained in this PO, in the event that the Supplier has to make any payment to the
Company, whether by way of refund, rebate, indemnity or otherwise, the Company may, at its sole discretion, deduct or set-off such
amount from any amount due or to become due to the Supplier. Moreover, it is expressly agreed that in the event of breach by the
Supplier of any provision of this PO, the Company shall have irrevocable authority to automatically set off and apply without notice any
and all funds, credits, monies, securities, properties and/or account receivables in control and possession of the Company Group, that
may be due or owing to the Supplier, against any amount payable by the Supplier to the Company pursuant to this PO and/or
pursuant to other agreements between the Supplier and the Company.
5. DELIVERY AND SCHEDULING
5.1. Unless otherwise stated on the face of the PO, the Goods shall be delivered based on DDP Site Incoterms® 2010. Partial shipment
and/or transshipment is not allowed except if with prior written consent of the Company.
5.2. The Supplier acknowledges that time is of the essence with respect to its delivery of the Goods and/or performance of the Services.
The Supplier shall complete delivery of the Goods and/or performance of the Services, as the case may be, by the Promised Date(s).
Any failure by the Supplier to complete delivery and/or performance by the relevant Promised Date(s) shall make the Supplier liable to
the Company as provided for under Clause 13 hereof.
5.3. This PO is made in reliance on the Supplier's representations that the Goods will be completely delivered and/or the Services
completely performed, in accordance with this Terms and Conditions and/or the Related Documents, on or before the Promised Dates
or as otherwise determined by the Company. The period for delivery of the Goods and/or the performance of the Services, may, at the
Company's sole discretion be extended for such period as may be determined by the Company in writing. No extension under this PO
shall be valid unless approved in writing by the Company.
5.4. In case the delivery of the Goods and/or the performance of the Supplier's obligations will be delayed or not performed in accordance
with the Terms and Conditions hereof and/or the Related Documents, the Supplier shall immediately, and in no case later than forty-
eight (48) hours from knowledge of the reason(s) thereof, notify the Company in writing of such delay or non-performance. The
Company's acceptance of the Supplier's notice shall not constitute a waiver of any of the Supplier's other obligations under this PO.
5.5. Unless otherwise agreed, (i) the Supplier shall bear all risk of loss of, or defect or damage to, the Goods and/or any loss, failure or
impairment to the Services until such Goods are delivered and/or the Services are performed, as the case may be, and finally
accepted by Company in accordance with this PO; and (ii) subject to the succeeding paragraph, title to the Goods and/or the results of
the Services shall transfer to Company only upon issuance of the Certificate of Completion and full payment therefor in accordance
with the terms of this PO. Notwithstanding any other provision of this PO or any agreement on Incoterms®, for Goods to be imported
to the Philippines, title to and ownership of the Goods shall pass to the Company outside the Philippines. In such instances, the risk of
loss of, or damage to, the Goods shall remain with the Supplier until the Goods have been delivered to the Company.
6. PACKING, SHIPMENT AND CUSTOMS CLEARANCE
6.1. Subject to any specific requirements imposed in this PO and/or by the Company, all Goods shall be prepared for shipment in a
manner which: (i) follows best commercial practice; (ii) protects the Goods from damage and deterioration; (iii) is adequate to ensure
safe arrival, and (iv) is compliant with the shipping instructions issued to the Supplier. The packaging, preparation and labeling of the
Goods shall comply with the requirements of applicable laws. The Supplier shall mark all containers with the necessary lifting,
handling, and shipping information, PO number, date of shipment, and the names of the Company and the Supplier. Upon the
Company's request, Supplier shall promptly provide the Company with a statement of origin for all Goods and with applicable customs
documentation for Goods wholly or partially manufactured outside of the country of import. Goods must be shipped/mailed/consigned
to the Company in good order and condition and in such manner that the total freight/delivery charges, whether based on cubic
measurements or by weights, will be kept to a minimum.
6.2. The Supplier shall submit, as and within such period as the Company requires, all documents and information required in order for the
Company to avail of tax, custom duty incentives and/or other privileges under Republic Act No. 7916 or the Special Economic Zone
Act of 1995, Republic Act No. 9513 or the Renewable Energy Act of 2008, ASEAN's Free Trade Agreement (AFTA), and/or other
applicable laws, including but not limited to commercial invoice, packing list and/or certificate of origin. If any Goods or Services
include or make use of Hazardous Materials, the Supplier represents, warrants and covenants that the Supplier and its personnel or
agents providing the Services or delivering such Goods to the Company understand the nature of and hazards associated therewith,
including handling, transportation, and use of such Hazardous Materials. Prior to causing Hazardous Materials to be on the Company's
property, the Supplier shall obtain a written approval from the Company.
6.3. The Supplier shall comply with all applicable laws and Required Approvals as may be required for the labelling, supply, transportation
and delivery of Hazardous Materials and/or use of Hazardous Materials.
6.4. The Supplier shall timely provide the Company with material safety data sheets and any other documentation reasonably necessary to
enable Company to comply with applicable laws as regards the handling, storage, maintenance and disposal of Hazardous Materials.
Hazardous Materials shall be supported with Safety Data Sheet (SDS) in accordance with the latest version of Globally Harmonized
System (GHS) of Classification and Labeling of Chemicals.
6.5. The Supplier shall be fully responsible for and shall indemnify the Company Group from any and all costs, liabilities, damages,
including any assessed fees or penalties and losses resulting from the actions of the Supplier Group or their subcontractors in
connection with: (i) failure or belated submission of documents and information relevant to the Company's claim for any tax, customs
duty or other incentives, or the submission of any erroneous document or information; and/or (ii) failure or belated submission of
documents and information providing such Hazardous Materials to the Company; and/or (iii) the use, handling or management of such
Hazardous Materials in the course of providing Services or delivering the Goods to the Company.
7. INSPECTION AND ACCEPTANCE
7.1. The Company reserves the right to inspect and/or test all delivered Goods and may accept or reject any or all such Goods. Any and
all Goods that fail to satisfy the quality, quantity and specifications ordered by the Company shall be rejected at no expense to the
Company. In the event of rejection of any or all such Goods, the Company may, at its option and, upon written notice to the Supplier:
(i) direct the Supplier to replace the rejected Goods within the period specified in the Company's notice (the "Replacement"), at the
Supplier's sole risk and expense; (ii) cancel this PO and require the Supplier to reimburse the Company for any payment made under
this PO; (iii) engage a third party to supply similar or equivalent Goods and charge all cost and expense to the Supplier; (iv) make a
partial acceptance of the Goods, which shall result in proportionate reduction in the PO Price and the reimbursement to Company of
any excess payment; and/or (v) make an open market purchase of the Goods and charge the Supplier for the excess in PO Price, if
 any. All Replacements shall be subject to inspection and acceptance by the Company. In the event the Supplier refuses to accept the
Goods returned by the Company, the Company may, at its option, store, sell or destroy the Goods and the expenses for such storage,
sale or destruction shall be exclusively borne by the Supplier and reimbursed by the Supplier to the Company or deducted from any
amount due or to become due to the Supplier, at the Company's option.
7.2. The Company reserves the right to inspect and/or test the Services performed or the results thereof and may accept or reject the
whole or a portion of such performance. In the event that the Services or any portion thereof is rejected, the Company may, upon
written notice to the Supplier, (i) direct that such Services be rectified and/or reperformed within the period specified in the Company's
notice (the "Repairs"), at the Supplier's sole risk and expense; (ii) cancel this PO and require the Supplier to reimburse the Company
for any payment made under this PO; (iii) execute the Services or any Repairs by itself or engage a third party to perform similar or
equivalent Services or Repairs, whether wholly or partly, and in each case charge all costs and expenses to the Supplier; and/or (iv)
make a partial acceptance of the Services, which shall result in the proportionate reduction in the PO Price and the reimbursement to
the Company of any excess payment. All Repairs shall be subject to inspection and acceptance by the Company.
7.3. Completion and acceptance shall be achieved upon fulfillment, or express written waiver by the Company in its sole and absolute
discretion, of the following conditions: (i) the Goods and/or Services meet all the requirements set forth in this PO and, with respect to
Goods, are safe and reliable for operation and/or use and, with respect to Services, are complete; and (ii) the Supplier has assigned
all supplier warranties relating to the Goods or any material or equipment relating to the Services and has provided all manuals,
instructions, and other documents required for the operation, maintenance and repair of the Goods or any material or equipment
relating to the Services, including those from the manufacturer, to the Company; and (iii) the Company has issued, as may be
applicable, a certificate for acceptance as set out in the face of the PO (the "Certificate of Completion").
7.4. Notwithstanding the foregoing Clauses 7.1, 7.2 and 7.3, the Company may, upon written notice to the Supplier, terminate this PO for
material breach in accordance with Clause 10.1. The Supplier shall be held liable for damages and losses suffered by the Company
arising from any defective or rejected Goods and/or Services.
7.5. The issuance of the Certificate of Completion and/or the delivery of Goods under this PO shall not be construed as an acceptance or
waiver of defective work or improper materials or defective Goods or Services, or other breach of this PO, and the Company shall not
be considered to have waived or be considered in estoppel, in respect of any claims it may have against the Supplier.
7.6. The Supplier shall be responsible for any latent defects not discoverable by the Company during inspection of the Goods.
8. WARRANTY PERIOD
8.1. Unless otherwise provided on the face of the PO, the "Warranty Period" means the period of one (1) year reckoned from the actual
date of completion and acceptance as indicated in the Certificate of Completion or if no date is stated on the Certificate of Completion,
on the date of its issuance; provided that if no Certificate of Completion is required to be issued on the face of the PO, then the
Warranty Period shall be reckoned after thirty (30) days from the date of complete delivery of the Goods and/or performance of the
Services at the Site provided that conditions under paragraphs (i) and (ii) of Clause 7.3 have been met as confirmed by the Company.
8.2. Without excluding the implied warranties under the law, the Supplier warrants that: (i) the Goods and/or the Services delivered,
furnished and/or performed by the Supplier to or for the Company shall perform, function or otherwise operate in accordance with the
specifications or requirements of this PO and are fit for their intended use and purpose; (ii) the Goods and/or Services are free from
damage or defects (latent or hidden) in workmanship, material and design, and conform to all samples, drawings, descriptions and
specifications under this PO; iii) the Goods and materials furnished for the Services are brand new, not reconditioned, in good
condition, of first class design and workmanship, of the grade and quality specified in this PO, and shall comply with all implied
conditions, warranties and terms of applicable laws; (iv) the Services provided shall be performed in accordance with best industry
standards and shall meet the descriptions and specifications provided under this PO; (v) the Supplier has the necessary right, title,
and interest to supply the Goods to and/or perform the Services for the Company; and (vi) the Goods and/or Services shall be free of
any and all encumbrances.
8.3. In case of defects or damage on the Goods or on the results of the Services during the Warranty Period, the Supplier shall, within a
reasonable period or a period specified by the Company, promptly rectify or remedy the same by repair or replacement, at the
Company's option, at the Supplier's sole cost and expense. Failure to remedy the defects or damage shall be deemed a material
breach of this PO, and shall entitle the Company to the remedies set out in Clauses 7.1 and 7.2, without prejudice to other remedies
under applicable laws. In either case, the Company shall be entitled to demand Supplier compensation for all the loss it has suffered.
8.4. In the event that the Goods are repaired or replaced, or remedial works on the Services are performed during the Warranty Period, the
Warranty Period shall be extended for a period directly in proportion to the time intervening between notice by the Company to the
Supplier of such defects and the repair, replacement, or rectification thereof to the satisfaction of the Company.
9. SUSPENSION
9.1. Notwithstanding Clauses 5.1 and 5.2, the Company has the absolute right and prerogative to suspend any obligation under this PO, by
written notice and for such period as it deems necessary, if it finds that the performance of such obligation will bring imminent danger
to life or health or damage to the environment. No claim for any losses incurred or suffered by the Supplier arising from the
suspension by the Company under this Clause 9.1 shall lie against the Company, and the Supplier shall not be entitled to claim an
increase in the PO Price, compensation or reimbursement for any expenses incurred, or other payment of any kind whatsoever by
reason of such suspension by the Company.
9.2. TERMINATION
9.3. The Company may, by written notice to the Supplier, terminate this PO with immediate effect or within the period stated in the said
notice, in the event that: (i) the Supplier fails to remedy any breach of its obligations under this PO (including a breach of any of its
representations, warranties or covenants) within the period stated in the written notice, or if no such period is stated, within five (5)
days from receipt of written notice of such breach; (ii) the Supplier applies for or consents to the appointment of a receiver, trustee or
liquidator of assets, files a voluntary petition in bankruptcy, or admits in writing its inability to pay its debts as they become due, makes
a general assignment for the benefit of creditors, files a petition or an answer seeking reorganization or arrangement with creditors or
to take advantage of any insolvency law, or files an answer admitting the material allegations of a petition filed against it in any
bankruptcy, reorganization or insolvency proceeding; (iii) the Supplier abandons the Services or fails to execute or continue
performance of such Services for the aggregate period of twenty (20) days, whether continuously or separately; (iv) there is prolonged
FM pursuant to Clause 12.4; (v) the aggregate sum of the liquidated damages then accumulated by the Supplier pursuant to Clause
13.1 reaches fifteen (15%) of the PO Price; (vi) where continued performance of this PO on the part of either Party becomes illegal
under applicable laws; or (vii) where the Supplier fails to maintain insurances required under this PO pursuant to Clause 17.4.
9.4. The Company may, in its sole and absolute discretion and for any reason whatsoever, terminate this PO by written notice to the
Supplier at least five (5) days prior to the intended date of termination, and without any liability to the Supplier for such termination
other than as provided in Clause 10.4.
9.5. Unless otherwise notified by the Company, the Supplier shall, after a notice of termination has taken effect pursuant to this Clause 10,
promptly cease all further works and remove all materials at the Site, except those as may be instructed by the Company for the
protection of life, property or for safety. The Supplier shall likewise hand over all documents, materials and other works for which the
Supplier has received payment.
9.6. In the event of termination on any of the grounds provided in Clause 10.1 items (ii) and (vi), or Clause 10.2, the Company shall pay for
all reasonable costs relating to the delivery of the Goods and/or the performance of the Services as may be the case, already
accepted by the Company in accordance with this PO, as well as for all reasonable costs for the supply of components of the Goods
or materials for the Services for which the Supplier is bound to accept delivery from its suppliers or subcontractors as at the date of
termination. Within five (5) days from receipt of the notice of termination from the Company, the Supplier shall submit a detailed list of
 such Goods and/or Services, including such components and/or materials, along with their supporting documents, and shall allow the
Company to inspect such Goods and/or Services to enable the Company to reasonably determine the validity of the Supplier's claim
for such payment. Title to such Goods and/or Services, including components and/or materials, that the Company shall pay for
pursuant to this Clause 10.4 shall vest with Company upon such payment and the Supplier shall deliver or furnish such Goods and/or
Services, including the components or materials, to the Company in accordance with the latter's instructions and prior to any payment
to be made by the Company, with the costs of such delivery to be borne by the Company.
9.7. In the event of termination on any ground other than those referred to in Clause 10.4, Company shall have the option to exercise any
or all of the following remedies, which are deemed to be cumulative and not mutually exclusive, without prejudice to any other remedy
provided under applicable laws: (i) cancel this PO, in whole or in part, and require the return of any and all payments made by the
Company to the Supplier in connection with the supply of Goods and/or Services of which the Company has not accepted; (ii) cause
the Services to be performed and completed by itself or by a third party and the costs of such performance and completion shall be a
debt due and payable from the Supplier to the Company; and/or (iii) accept any Goods and/or Services subject matter of this PO,
wholly or partially, and pay only for the reasonable costs of such Goods and/or Services of which the Company has taken delivery or
has approved and accepted.
10. REPRESENTATIONS, WARRANTIES AND COVENANTS
10.1. Each Party represents and warrants to the other Party as of the date hereof as follows: (i) where applicable, it has been duly formed
and incorporated, validly existing and in good standing under applicable laws of the jurisdiction of its incorporation and has the
corporate power to carry on its business and to own its property and assets and to execute, deliver and perform this PO; (ii) it has
obtained the Required Approvals required to be obtained as of the date hereof and such Required Approvals and consents are in full
force and effect and, as may be required by applicable laws, shall remain in full force and effect throughout the duration of this PO; (iii)
its execution, delivery and performance of this PO does not constitute a breach of or a default under, or conflict with, any of its
organizational documents or any material agreement to which it is a party or by which any of its properties may be bound; (iv) its
execution, delivery and performance of this PO does not contravene or violate any applicable laws or Required Approvals applicable
to it; and (v) there are no actions, suits or proceedings pending or, to its knowledge, threatened, against or affecting it before any
court, arbitral tribunal or governmental authority that may adversely affect the performance by such Party of its obligations under this
PO.
10.2. The Supplier represents, warrants and covenants to the Company that: (i) the Supplier shall comply with all applicable laws, Required
Approvals related to the performance of its obligations under this PO, and with the Company's code of conduct and rules and
regulations, including, but not limited to, the supplier's code of conduct, rules on security access, safety, health, hazardous materials
management (copies of which may be obtained by Supplier from the Company and shall be treated as Confidential Information
pursuant to Clause 14 hereof), which the Company in its absolute discretion may amend or supplement from time to time. The
Supplier shall ensure a healthy and safe workplace and working environment (which includes assignment of qualified personnel who
are healthy, physically and mentally fit) during its performance at the Site and shall keep the Site clean and free from debris and
obstacles; (ii) neither it nor its representatives have offered or attempted to offer any official or employee of the Company any
consideration or commission for the purchase contemplated under this PO and/or exerted or utilized any corrupt or unlawful influence
to secure or solicit this PO for any consideration of any commission; (iii) it has not failed to disclose any Material Fact that my affect
the purchase of the Goods and/or Services by the Company, with a Material Fact being defined as one where, had the Company
known of such fact either during the negotiation of the purchase contemplated under this PO or at any time until the complete delivery
of the Goods and/or Services by the Supplier, the Company would not have made or executed the purchase under this PO; (iv) Goods
delivered to the Company and/or Services performed for the Company shall not infringe any third party's intellectual property rights
and the Supplier shall not use any method or material that infringes any third party's intellectual property rights; and (v) it has
sufficiently familiarized itself with the Site or any place or location where the Services are to be performed and/or the Goods are to be
delivered, as well as any risks or hazards which might be encountered, and shall take all precautions necessary to protect the health
and safety of all of its personnel and any other persons who are at any time directly or indirectly affected thereby.
10.3. The Supplier acknowledges that the Company has entered into this PO in reliance on the warranties and representations given by the
Supplier in this PO as well as those indicated in the Supplier's proposal. The Supplier further represents and warrants that it has
satisfied itself as to all relevant works required to ensure that it can deliver and/or perform its obligations under this PO. The Supplier is
deemed to have informed itself of all requirements needed to execute its obligations under this PO. The Company gives no warranty
over, and shall not be responsible for any error or inaccuracy in or the adequacy of, documents and/or information supplied to the
Supplier.
10.4. The representations, warranties and covenants of the Supplier under this PO shall be deemed made as of the date indicated on the
face of this PO and upon the delivery of the Goods and/or performance of the Services to the Company, and shall continue to be in full
force and effect until the end of the Warranty Period.
10.5. Upon breach of any covenant or representation and warranty made herein, the Company has the right to immediately cancel the
purchase made under this PO 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.
11. FORCE MAJEURE
11.1. Neither Party shall be liable for any delay or failure to deliver or perform its obligations under this PO (excluding the obligation to pay
any sums due or to indemnify under this PO) due to causes which were (i) unforeseeable or, even if foreseeable, were unavoidable;
(ii) beyond its reasonable control; (iii) neither caused by any act or omission of such Party nor attributable to its fault or negligence;
and (iv) could not reasonably been provided against, prevented or overcome by such Party ("Force Majeure" or "FM"). Each Party
shall be liable for and shall bear all of its own losses suffered and incurred as a result of an occurrence of FM. For the avoidance of
doubt, the Supplier shall not be entitled to claim an increase in the PO Price, an adjustment of the Promised Date or an extension of
time to deliver, or compensation or reimbursement for any losses incurred, or other payment or compensation of any kind whatsoever,
including for overheads and profit, by reason of such delay.
11.2. If a Party is or will be prevented from performing any of its obligations under this PO by FM, it shall give to the other Party written
notice (the "FM Notice") of the event or circumstances constituting the FM and specifying therein the obligations the performance of
which is or will be prevented by the FM. The FM Notice shall be given within five (5) days after the affected Party becomes aware or
ought to have become aware or ought to have become aware (in the case of foreseeable FM) of the relevant event or circumstance
constituting FM.
11.3. Each Party shall use reasonable endeavors to address and/or minimize any effects of an FM, including delay or disruption in the
performance of this PO. A Party shall promptly give written notice to the other Party when it ceases to be affected by the FM.
11.4. If the execution of the Services or the delivery of the Goods is prevented for an aggregate period of thirty (30) days, the Company
may, at its option and without liability, give to the Supplier a notice of termination of this PO pursuant to Clause 10.1.
12. LIQUIDATED DAMAGES
12.1. Notwithstanding anything to the contrary in this PO and without necessity of a demand, any failure by the Supplier to complete the
performance of the Services and/or to deliver the Goods to be supplied or required under this PO by the relevant Promised Date(s)
shall authorize the Company to deduct the liquidated damages from the relevant invoice or statement of account at the rate of not less
than one percent (1%) of the PO Price for each day of delay from and after the relevant Promised Date(s) until complete delivery of
the Goods and/or performance of the Services, without prejudice to other remedies provided under this PO and applicable laws which
the Company may invoke. In the event the aggregate sum of such liquidated damages then accumulated reaches fifteen percent
 (15%) of the PO Price, the Company may, upon written notice to Supplier, terminate this PO for material breach pursuant to Clause
10.1. Termination of this PO shall not relieve the Supplier from paying further liquidated damages and actual damages arising under
this PO which have accrued as of the date of termination.
12.2. The Supplier acknowledges and agrees that time is of the essence under this PO and any failure by the Supplier to complete the
performance of the Services and/or complete the delivery of the Goods to be supplied or required by the Promised Date/s will cause
material harm, injury, damages, losses or costs to the Company. The Parties agree that no proof of actual damage or injury to
Company as a result of the Supplier's default, delay or breach needs to be submitted by the Company to the Supplier prior to the
Supplier becoming liable for payment of the liquidated damages under Clause 13.1 or prior to the Company withholding any amounts
due or to become due to Supplier under any contract of the Supplier with the Company. The Company may, without prejudice to any
other method of recovery, deduct the amount of such liquidated damages from any amounts due to, or to become due to, the Supplier.
12.3. The payment or deduction of such liquidated damages shall not relieve the Supplier from any of its obligations under this PO, including
the obligation to deliver or complete the Services and/or to deliver of the Goods. The Supplier further acknowledges that the liquidated
damages only compensate the Company for a portion of the Company's harm, injury, damage, losses or costs and that in no way shall
such payment of liquidated damages be treated by the parties as a penalty.
13. CONFIDENTIALITY, PUBLICITY AND DATA PRIVACY
13.1. The Supplier agrees that it shall, at all times, keep in strict confidence and shall not disclose to any party any and all information
relating to the businesses, operations, financial transactions, procedures or other practices of, the Company and those of its
customers, subsidiaries, affiliates, directors, officers or employees, which the Supplier or its personnel may acquire by reason of the
purchase contemplated under this PO and/or Related Documents, including information in connection with this purchase, except those
which are generally known or available to the public or with the express consent of the Company.
13.2. Failure by the Supplier to comply with the confidentiality obligations under this Clause 14 shall be deemed a material breach of this
PO.
14. INDEPENDENT CONTRACTOR
14.1. In performing the Services under this PO, the Supplier is an independent contractor engaged in business independent from that of the
Company, and its personnel and other representatives shall neither act nor be deemed or treated as agents or employees of the
Company. As an independent contractor, the Supplier shall be solely responsible for determining the means and methods for
performing the required Services, free from the control and/or direction of the Company in all matters connected with the performance
of the Services or delivery of the Goods, as may be applicable, except as to the result thereof. The Supplier shall have complete
charge and responsibility for personnel employed by the Supplier and exercises the right to control the performance of said personnel;
however, the Company reserves the right to instruct the Supplier to remove from the Site immediately any of the Supplier's personnel
who are in breach of applicable laws or Company rules and regulations. Such removal shall not affect Supplier's obligation to provide
the Services under this PO. The Supplier acknowledges, represents, warrants and covenants that it is in compliance with applicable
laws on safety, labor and employment and that it has, for the term of this PO, a valid and subsisting Certificate of Registration as a
legitimate contractor issued by the Philippine Contractors Accreditation Board (PCAB) or the Department of Labor and Employment
(DOLE) Regional Office where the Supplier principally operates pursuant to DOLE's Department Order 174-17 otherwise known as
"Rules Implementing Articles 106 to 109 of the Labor Code, As Amended", as may be amended, supplemented or superseded.
15. INTELLECTUAL PROPERTY
15.1. As between the Parties, Company shall exclusively own the Work Product, as well as the Intellectual Property Rights thereto. The
Company shall have all the rights to maintain, modify, and dispose of such Goods, Services and/or Work Product for whatever
purpose necessary for the continued enjoyment or utilization thereof by the Company or the Company Group.
15.2. The Supplier shall indemnify and hold the Company Group free and harmless from any costs, liabilities, expenses, losses or damages
that are, or may be, suffered or incurred by the Company due to an actual or alleged infringement of any Intellectual Property Right
arising out of the use by Company Group of the Goods, Services or those arising from the performance of the Services by Supplier
and/or of the Work Product. If an injunction or restraining order issues as a result of any such claim or action, the Supplier shall, at the
Company's option: (i) procure for Company Group the right to continue using the Goods or the results of the Services or the Work
Product; (ii) replace such Goods with non-infringing Goods; (iii) modify such Goods, Services or Work Product so they become non-
infringing; or (iv) refund to Company the amount paid for any Goods or Services that were returned or destroyed or that the Company
Group was unable to use, with each of (i), (ii) and (iii) being for the sole account and expense of the Supplier. Without prejudice to any
such remedies, the Supplier shall pay to the Company any rework expenses and incremental costs incurred by Company to procure
alternative products or services, as well as any losses suffered by the Company Group.
16. INSURANCE
16.1. Without limiting or qualifying the Supplier's liabilities, obligations and indemnities under this PO and unless otherwise agreed, the
Supplier shall secure and maintain throughout the term of this PO, at the Supplier's own cost and expense, the insurance policies
required by the Company and/or by law from duly registered insurance companies and under terms and conditions acceptable to the
Company.
16.2. Any limitation, monetary or otherwise in the insurance policies shall not be construed as a limitation on the Supplier's liability and the
Supplier shall, notwithstanding any limitation in the insurance policies, remain liable in full for the matters and to the extent not covered
by the insurance policies.
16.3. Each policy and all corresponding endorsements shall contain a waiver of subrogation against the Company Group.
16.4. Failure of the Supplier to obtain and maintain the insurances required by this PO shall be deemed a material breach of this PO.
17. INDEMNIFICATION
17.1. The Supplier shall protect, defend, indemnify, and hold the Company Group free and harmless from and against any and all claims,
damages, losses, expenses (including legal fees), demands and causes of action of every kind and character and without limit which
the Company Group may hereafter incur, become responsible for, or pay out as a result of any death of, sickness or personal injury
(including bodily injury) to any person, destruction, loss or damage to any real or personal property, contamination of or adverse
effects on the environment, and any clean-up or remediation costs in connection therewith, or any non-compliance with or violation of
applicable laws or Required Approvals, to the extent any of the foregoing are caused by or arise from: (i) the Supplier's performance of
Services or delivery of Goods or the Supplier's breach of any term or provision of this PO; (ii) any acts, errors, or omissions by the
Supplier Group; or (iii) defects in any of the Goods and/or Services.
17.2. Notwithstanding any applicable laws related to employee compensation, the Supplier specifically undertakes to defend, indemnify, and
hold the Company Group free and harmless from any and all claims, actions or liabilities asserted against the Company Group by the
Supplier's employees, agents or representatives. For the avoidance of doubt, this shall include, but shall not be limited to, those
relating to payment of wages or benefits, employment, hiring and engagement of said employees. The Company may, at its sole
discretion defend against any claims or liabilities asserted against it by the Supplier's employees independently of the Supplier, and
the Supplier shall indemnify the Company of all litigation costs incurred by the Company in such defense.
18. ASSIGNMENT
18.1. The Supplier shall not subcontract, assign or transfer this PO or any of its rights, interests or obligations under this PO without the prior
written consent of the Company. Any attempt by the Supplier to make an unauthorized assignment of this PO or any of the Supplier's
rights, interests or obligations hereunder shall be deemed a material breach of this PO.
19. GOVERNING LAW, DISPUTES, AND LITIGATION
19.1. This PO is to be construed and interpreted according to the laws of the Republic of the Philippines without regard to its principles of
conflicts of law. The provisions of the United Nations Convention on Contract for the International Sale of Goods shall not apply to this
 PO. The Parties shall pursue the amicable resolution of any dispute arising from this PO in good faith and with reasonable diligence
or, failing at which, through litigation. Any unsettled dispute or litigation arising from or in connection with this PO shall be filed with the
appropriate trial court of Taguig City, Metro Manila, Philippines to the exclusion of other courts.
20. MISCELLANEOUS
20.1. The provisions of Clauses: 4, 5.4, 6.2, 6.3, 6.4, 6.5. 6.6, 7.1, 7.2,7.5, 7.6, 8, 10.3, 10.4, 10.5, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and
21.1 shall survive the termination or expiration of this PO.
20.2. It is agreed that nothing in this PO shall be construed so as to give the Supplier an exclusive right to perform Services and/or deliver
Goods, or any similar goods, under this PO. The Company may hire other contractors or suppliers to deliver the same or similar
service and/or goods.
20.3. The Supplier waives, to the fullest extent permitted by applicable laws, any and all rights (arising by operation of applicable law or
otherwise), to set-off any amount claimed by the Supplier to be due and owing to the Supplier from the Company under the terms of
this PO against amounts claimed by the Company to be due and owing to the Company by the Supplier under the terms of this PO.
20.4. The Company reserves the right at all times to vary, change, modify, alter, amend, add to or remove any of the terms and conditions of
this PO (each, a "Variation") whenever it becomes necessary. Such Variation shall be effective upon receipt by Supplier of the revised
PO.
20.5. This PO constitutes the entire agreement of the parties with respect to its subject matter and the transactions contemplated thereby
and supersedes all agreements between the Parties relating to such transactions. In case of conflict between the PO and any other
document excluding the long form contract, if any, this PO shall prevail over the latter. No waiver, modification, alteration, or
amendment shall be effective unless made in writing, dated and signed by duly authorized representatives of both Parties.
20.6. No waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach. Any failure by any Party to exercise, or
any delay in exercising, any of such Party's rights shall not operate as a waiver of that or any other right of such Party, and a defective
or partial exercise of any of such rights shall not preclude any other, or the further exercise of that or any other right, and no act or
course of conduct or negotiation on its part or on its behalf shall in any way preclude it from exercising such right.
20.7. Any provision of this PO which is illegal or unenforceable shall be ineffective to the extent of such illegality or unenforceability but that
shall not invalidate the remaining provisions of this PO. In the event of such illegality or unenforceability, this PO shall be construed, if
possible, by means of valid provisions in a manner to give full effect to the intent of the Parties to the particular provision or provisions
which have become invalid, illegal or unenforceable and, in any event, all other terms shall remain in full force and effect. The Parties
shall negotiate in good faith new provisions to restore, as best as possible, the original intent and effect of this PO with the end in view
of rendering all the provisions of this PO legal and enforceable.
20.8. All notices or communications required or permitted to be given under this PO shall be in writing and in English, addressed to the Party
to whom it is to be given, for the attention of the person(s) identified by each Party in this PO, and delivered by hand or sent via
electronic mail to the address(es) or email address(es) provided in the PO. Such notices or communications shall be regarded as
received on the date it is actually received (or, the case of those sent via electronic mail, on the date it is sent).
20.9. Subject to Clause 2, this PO may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This PO may be executed electronically or by way of electronic
signatures affixed in accordance with Republic Act No. 8792, or the Electronic Commerce Act of 2000, and its implementing rules and
regulations, and such other regulations of governmental authorities issued relating thereto.
--------------------END--------------------

PLEASE NOTE THAT THIS IS AN IMPORTANT DOCUMENT AND, IF LOST, WILL CAUSE INCONVENIENCE TO THE SUPPLIER.

Original copy of this Purchase Order is received, and the foregoing instructions, terms and conditions are hereby voluntarily
and unconditionally accepted:

Name of Supplier: __<Name of Supplier>__

By:

___<Supplier Representative>___

(Signature over Printed Name of Authorized Representative)

__<Date of Signing>___

(Date)