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GENERAL SUPPLY AGREEMENT

KNOWN ALL MEN BY THESE PRESENTS:

This SUPPLY AGREEMENT, (“Agreement”) is entered into on

_______________ at ______________ by and between

____________, a corporation, organized and existing under and by virtue of

Philippine laws with office address at ____________ herein represented by
_______, __________, hereinafter referred to as the “SUPPLIER”;
- and –

____________________________. a corporation duly organized and

existing under and by virtue of Philippine laws, with principal office at
_____________________________, Negros Occidental (hereinafter referred to as
“______”), and

____________________________. a corporation duly organized and existing

under and by virtue of Philippine laws, with principal office at
_____________________________, Negros Occidental (hereinafter referred to as
“______”),

________ and _________ are collectively referred as “_____________” and

duly represented herein by their President, _________________

WITNESSETH:

WHEREAS, the SUPPLIER is engaged in the distribution of ________

(hereinafter as “PRODUCTS”) described in ANNEX “A” attached to and made an
integral part of this Agreement;

WHEREAS, the SUPPLIER offered to supply the requirements of

XXXXXXXXX for the Products and XXXXXXXXX conveyed its acceptance of the
SUPPLIER’s offer subject to the terms and conditions stated in this Agreement.

WHEREAS, the Parties agreed that the terms and conditions stated in this
Agreement shall govern the sale and purchase of the Products.

NOW, THEREFORE, the Parties agree as follows

I. Nature

1. This is an agreement for the supply of the Products setting forth the terms
and conditions for the sale and purchase of the Products.
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2. For the purposes of this Agreement, the term Products shall mean such
goods described in Annex A which are distributed by SUPPLIER and sold
to XXXXXXXXX from time to time in accordance with this Agreement.

II. Term

1. Unless sooner terminated, this Agreement shall become effective for a

period of one (1) year commencing on __________ until __________.
This Agreement may however be renewed or extended for the same
period of one (1) year at the option of XXXXXXXXX by serving a written
intent to renew or extend the Agreement to the Supplier at least 60 days
before its expiration.

2. Either party may terminate this Agreement at any time by serving a

written notice of termination to the other party at least thirty (30) days
before the effective date of such termination.

3. The provisions related to warranty and confidentiality shall survive the

expiration or termination of this Agreement.

III. General Supply Agreement and Individual Purchase Orders

1. The provisions of this Agreement shall apply to each individual purchase

orders (PO) for the Products which from time to time may be issued by
XXXXXXXXX and accepted by SUPPLIER. In case of conflict between
this Agreement and any duly accepted PO, the special terms stated in the
PO shall prevail over the Agreement.

IV. Execution of Purchase Orders

1. In the event XXXXXXXXX places an order for the Products with

SUPPLIER, a purchase order shall be sent to SUPPLIER.

2. SUPPLIER shall either accept or reject the PO issued by XXXXXXXXX

by sending an order confirmation notice or an order rejection notice to
XXXXXXXXX within 1 working day upon receipt of the PO. If SUPPLIER
fails to accept or reject the PO within prescribed notice period,
XXXXXXXXX shall have the right to cancel the PO and purchase the
Products from other suppliers.

3. The terms and conditions of the individual PO shall be governed by those

stated in the PO in addition to those provided for in this Agreement. In
case of conflict however between this Agreement and any duly accepted
PO, the special terms stated in the PO shall prevail over the Agreement.
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4. A PO shall provide for the date of issue, PO number, the name, quantity,
unit price and total price of the Products, and the date of delivery.

V. Cancellation

1. XXXXXXXXX has the right to cancel all or any part of the undelivered PO
if SUPPLIER fails to make delivery based on the delivery lead time in
Section X (X) or as stated in the relevant PO except if such delay is due
the fault of XXXXXXXXX [or due to force majeure or fortuitous events].

VI. Prices

1. The prices of the Products as stated in Annex A, exclusive of VAT and

less the appropriate withholding tax, shall be effective for the duration of
the Term of this Agreement.

2. Except for highly meritorious reasons, there shall be no increase in price

for the entire duration of the Term this Agreement. In any case, no price
increase shall be valid and effective unless made in writing and signed by
the authorized representatives of each Party.

VII. Packaging Method

1. SUPPLIER shall provide adequate and sufficient packaging to protect the

quality of the Products in transit under normal conditions.

VIII. Delivery, Inspection, and Acceptance

1. The SUPPLIER shall deliver the Products to XXXXXXXXX’s designated

place of delivery at _____________ except if the relevant PO specifies a
different place of delivery. XXXXXXXXX shall inspect deliveries of the
Products and shall issue a corresponding Inspection Report.

2. Within X days from acceptance of the PO, SUPPLIER shall deliver the
Products at XXXXXXXXX’s designated place of delivery as stated in this
Agreement or in the relevant PO excluding Sundays and holidays. In
emergency orders, however, SUPPLIER shall deliver the Products within
24 hours from receipt of Xxxxxxxxx’s PO.

3. In the case of the occurrence of any event which prevents SUPPLIER

from making delivery within the delivery lead time under Section X (X) or
as stated in the relevant PO, SUPPLIER shall immediately notify
XXXXXXXXX of such events, the anticipated delivery date,
countermeasures to be taken, and other relevant matters; provided,
however, that such notice shall not be construed as relieving the
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SUPPLIER of any of its liabilities as provided in this Agreement or in the

relevant PO and shall not be construed as a waiver by XXXXXXXXX of
any of its rights under the Agreement or relevant PO.

4. In case of delay in delivery or non-delivery of the Products, SUPPLIER

shall cause their immediately delivery except when the relevant PO
relating to such delivery has been canceled by XXXXXXXXX.

5. Immediately upon delivery of the Products, SUPLIER shall furnish

XXXXXXXXX with delivery documents such as but not limited to the
invoice, product certification, packing list, and others as may be
prescribed by XXXXXXXXX.

6. If the quantity of the Products received by XXXXXXXXX is less than the

invoice quantity, XXXXXXXXX may, at its option, either (i) require
SUPPLIER to promptly deliver such number of the Products as will cover
the shortage at SUPPLIER's expense or (ii) cancel all or any part of the
undelivered PO and return to the SUPPLIER such quantity of Products
delivered at SUPPLIER's expense.

7. XXXXXXXXX shall not bear any liability for acceptance, custody, or

payment for the Products delivered to it which are in excess of the
quantity specified in the invoice, or are delivered without any
corresponding PO from XXXXXXXXX, or are delivered in breach of the
terms and conditions set forth in the relevant PO.

8. XXXXXXXXX or its agent shall inspect the Products at the designated

place of delivery to ascertain if the Products conform with the
requirements and specifications stated in the relevant PO.

a. If any Product fails to pass the inspection, XXXXXXXXX shall

immediately notify SUPPLIER of the non-conformity of the Products to
requirements or specifications or of the defects in the Products
accompanied by appropriate documents.

b. In the event that SUPPLIER is notified of such non-conformity to

specifications or requirements or of such defects, SUPPLIER shall
immediately deliver substitute Products at SUPPLIER’s expense
except when the relevant PO relating to such delivery has been
canceled by XXXXXXXXX. Within five (5) working days after receipt
by SUPPLIER of the notice of XXXXXXXXX, SUPPLIER shall advise
XXXXXXXXX on how to deal with the rejected Products. In the event
that SUPPLIER fails to so advise XXXXXXXXX, then XXXXXXXXX
may, in any manner, dispose of such non-conforming and/or defective
Products at the expense of the SUPPLIER.
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IX. Title and Risk of Loss

1. Title to and risk of loss on the Products sold to XXXXXXXXX shall be

transferred to XXXXXXXXX from the time the Products are delivered at
XXXXXXXXX’s designated place of delivery and accepted by
XXXXXXXXX’s authorized representative.

X. Invoicing and Manner of Payment

1. The SUPPLIER shall issue an invoice to SCXXXXXXXXX,

NNXXXXXXXXX, and SNXXXXXXXXX for all Products purchased under
relevant POs accompanied by Inspection Report/s which shall be
delivered to their respective addresses for formal receipt and signature.

2. XXXXXXXXX shall pay the relevant sales invoice every fifteenth (15) day
of the following month upon receipt of the sales invoice.

XI. Warranty

1. The SUPPLIER represents and warrants that the Products:

a. Conform in all respects to the requirements of XXXXXXXXX and

meets any applicable product standard as prescribed by existing law
and regulations;
b. Are genuine and are not misbranded;
c. Are free from any defects; and
d. Are free from lien or encumbrances from third parties.

2. Subject to the requirement of notice of defects, damages, or non-

conformance within 72 hours from its discovery, the SUPPLIER shall
replace any defective, damaged, and/or non-conforming Products within
the Warranty Period and shall, at its expense, deliver the replacement to
the Warehouse from receipt of the warranty claim supported by relevant
documentation. The terms of the warranty inclusive of the Warranty
Period shall be based on the manufacturer’s warranty for the Products
which shall be valid and enforceable from the time the Products are
delivered to XXXXXXXXX.

XII. INDEMNIFICATION

1. SUPPLIER shall indemnify, save, and hold harmless XXXXXXXXX, its

directors, and officers from and against any and all costs, losses,
liabilities, damages, lawsuits, deficiencies, claims, demands, and
expenses (whether or not arising out of third-party claims), including
interest, penalties, reasonable legal fees, and all amounts paid in the
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investigation, defense, or settlement thereof (“Losses”) that the

SUPPLIER, its directors, and officers might suffer, incur, or be subjected
to by reason of any legal action, proceeding, or other claim, to the extent
arising from or in connection with this Agreement, but excluding any such
Losses to the extent arising from or in connection with the gross
negligence, fraud, or willful misconduct of XXXXXXXXX, its directors,
officers or authorized representatives.

2. XXXXXXXXX shall indemnify, save, and hold harmless SUPPLIER, its

directors and officers from and against any and all Losses that the
CLIENT, its directors, and officers might suffer, incur, or be subjected to
by reason of any legal action, proceeding, or other claim, to the extent
arising from or in connection with this Agreement, but excluding any such
Losses to the extent arising from or in connection with the gross
negligence, fraud, or willful misconduct of the SUPPLIER, its directors or
officers or authorized representatives.

3. No Party or any of their respective affiliates shall be liable in connection

with this Agreement for any consequential or indirect loss or damage,
including loss of profits, revenue, or opportunities, cost of capital, loss of
goodwill, increased operating costs, or any other special, punitive,
exemplary, or incidental damages. The Parties further agree that the
waivers and disclaimers of liability, indemnities, releases from liability,
and limitations on liability expressed in this Agreement shall survive the
termination or expiration of this Agreement, and shall apply whether in
contract, equity, tort, or otherwise, even in the event of the fault, gross
negligence (including sole negligence), strict liability, or breach of the
Party indemnified, released, or whose liabilities are limited, and shall
extend to the officers, employees, agents, and contractors of the
respective Parties.

XIII. TERMINATION

1. SUPPLIER may terminate this Agreement by serving a notice in writing to

XXXXXXXXX, upon the occurrence of the following:

a. If after 60 days from written notice by SUPPLIER, XXXXXXXXX fails

to pay the amounts due and demandable under this Agreement;
b. XXXXXXXXX ceases or has taken actions to cease its business;
c. Assigns its rights to a third party without the express consent of the
SUPPLIER; and
d. If after 90 days from written notice by SUPPLIER, XXXXXXXXX fails
to correct and continues to be in breach of any provision of this
Agreement.
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2. Termination of the Agreement under any of the following causes shall be

effective immediately upon receipt by XXXXXXXXX of SUPPLIER’s
written notice of termination without prejudice to the payment by
XXXXXXXXX of any of the Products that have been withdrawn for use
and still unpaid at the time of the effective date of termination.
Notwithstanding any provision of this Agreement to the contrary,
XXXXXXXXX shall have no further liability to the SUPPLIER arising from
or in connection with this Agreement after payment of all the Products
withdrawn for use by XXXXXXXXX.

3. XXXXXXXXX may terminate this Agreement by serving a notice in writing

to XXXXXXXXX, upon the occurrence of the following:

a. If after 90 days from written notice by XXXXXXXXX, SUPPLIER fails

to correct and continues to be in breach of any provision of this
Agreement.
b. SUPPLIER breaches, defaults, or delays in the performance of two
(2) consecutive POs;
c. There is an insolvency event in relation to SUPPLIER;
d. SUPPLIER ceases, or threatens to cease to carry on business or any
substantial part thereof or changes or threatens to change the nature
or scope of its business; or SUPPLIER disposes of or threatens to
dispose of or any governmental or other authority expropriates or
threatens to expropriate all or any substantial part of SUPPLIER’s
business or assets or displaces or threatens to displace the
management of SUPPLIER;
e. SUPPLIER encounters any form of labor problem, which is not
resolved within fifteen (30) days from date of occurrence;
f. A provisional attachment, provisional injunction, execution or any
other disposition similar thereto is made by any third party against all
or substantially all of the assets of the SUPPLIER;
g. A petition for bankruptcy, reorganization, or corporate rehabilitation is
filed against or on behalf of the SUPPLIER or any other event similar
thereto occurs;
h. An administrative measure such as the revocation of a license for
business or an injunction for suspending business is taken by any
competent authorities against the SUPPLIER;
i. Force Majeure event continues for more than six (6) months.
j. Others which are similar and analogous to the foregoing.

XIV. CONFIDENTIALITY

1. During the term of this Agreement and for a period of two (2) years
thereafter, the Parties, including their employees, agents,
representatives, and advisors, shall maintain in confidence their
respective Confidential Information and shall not disclose any such
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Confidential Information, including this Agreement and its schedules or

annexes, to any third party without the written consent of the other or to
use the other party’s Confidential Information in any way or for the
benefit of any person other than as expressly permitted in this
Agreement. In case of breach, the party in default shall be liable for
damages suffered by the other. Further, either Party shall hold the other
free and harmless from any and all liability for the unauthorized use by
any third party of its Confidential Information.

XV. ASSIGNMENT

1. This Agreement is not assignable and may not be modified other than by
a written modification agreed to and signed by both parties.

XVI. WAIVER

No waiver by a Party of any provision of this Agreement shall be binding unless

in writing and shall not be construed as a waiver of any other provision of this
Agreement, nor shall such waiver be construed as such a waiver of such
provision or provision concerning any future event or circumstance. No failure
or delay on the part of a Party in exercising any right, power or privilege
hereunder, and no course of dealing between the Parties shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights, powers and
remedies herein expressly provided are cumulative and not exclusive of any
legal or other contractual rights, power and remedies which the Parties would
otherwise have hereunder, at law or in equity. No notice or demand on any
Party in any case shall entitle any Party to any other or further notice or
demand in similar or other circumstances (other than as specifically required
pursuant to the provisions of this Agreement) or constitute a waiver of the
rights of any Party to any other or further action in any circumstance without
notice or demand.

XVII. ENTIRE AGREEMENT

1. This Agreement constitutes the entire understanding between the

parties, and shall supersede all prior discussions, negotiations and
agreements between the parties. Neither of the parties shall be bound by
any conditions with respect to the subject matter of this Agreement other
than what are expressly provided herein.

XVIII. APPLICABLE LAW

1. This Agreement shall be construed and governed according to the laws of

the Republic of the Philippines.
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XIX. DISPUTE SETTLEMENT AND VENUE

1. The Parties shall make a diligent, good faith attempt to resolve any
dispute concerning the validity, interpretation, performance, or breach of
this Agreement or otherwise arising in connection with this Agreement
before commencing any legal action and, with respect to any dispute
regarding amounts owed under this Agreement, pay such undisputed
amounts pursuant to the terms hereof. If, despite the Parties’ diligent,
good faith attempt to resolve such dispute pursuant to the first sentence
of this paragraph XIX (1), the Parties do not resolve such dispute, then at
the written request of any Party, the Parties (and in the case of a
disputing Party that is a legal entity, such senior officer that such Party’s
management committee designates) shall meet at any mutually agreed
location within thirty (30) calendar days of receipt of such request to
resolve the dispute. If, despite such meeting, the Parties do not resolve
the dispute, or if no such meeting takes place within such time despite
one Party’s attempts therefore, either the SUPPLIER or XXXXXXXXX
may commence an action before appropriate court.

2. Subject to the preceding clause, any litigation arising out of or in relation

to this Agreement shall exclusively be in the proper courts of Bacolod
City, Philippines.

IN WITNESS WHEREOF, the Parties have set their hands on the date and place
first above written.

XXXXXXXXX, INC.
XXXXXXXXX, INC.

By: By:

________________________
President

Signed in the presence of:

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______________________ __________________________

Republic of the Philippines)

CITY OF ______________)S.S

ACKNOWLEDGEMENT

BEFORE ME, a Notary Public for and in __________, this _______ day of
_____________ 2022 in _________________ personally appeared the following
person/s:

Name Passport ID No. Date/Place issued

all personally known to me and known to me to be the same persons who executed
the foregoing Agreement and they acknowledged to me that the same is their free
and voluntary act and deed and the entities they represent.

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

Doc. No._______;
Page No._______;
Book No._______;
Series of 2022.
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ANNEX “A”
(Products)