SLPGC “ANNEX A”

PURCHASE ORDER (PO) TERMS AND CONDITIONS

1. This Purchase Order ("PO") shall serve as the contract between the SELLER and SLPGC for the
purchase of goods and services covered by this PO.

2. SELLER shall sign this Purchase Order (PO) within 48 hours from receipt. Upon signing of this PO
by the SELLER, all prices and terms/conditions indicated herein are deemed to be accepted and
no changes shall be made without the written consent and approval of SLPGC. After 48 hours from
receipt by SELLER of this PO and SELLER fails to accept or reject it, this PO is deemed accepted
by the SELLER notwithstanding the absence of signature. As such, this PO is valid and binding
between SELLER and SLPGC.

3. SLPGC reserves the right to cancel this PO at any time if SELLER fails to deliver all or any part of
the Goods/Services in accordance with the terms of the PO. Acceptance of any or part of the PO
shall not bind SLPGC to accept future nonconforming deliveries.

4. The SELLER'S warranties are deemed to extend to any goods/services of a third party that are
bundled with the Goods/Services.

5. SLPGC shall pay the purchase price in the manner and under the terms provided in this PO. The
prices indicated herein shall be fixed for the duration of this PO or until the goods/services covered
by this PO have been delivered to the SLPGC and shall not be subject to any adjustment, unless
the adjustment is duly approved in writing by the Authorized Representative/s of the SLPGC.

6. SLPGC shall pay the SELLER within thirty (30) calendar days from SLPGC'S receipt of the
corresponding invoice and the appropriate delivery receipt and other SLPGC required supporting
documents.

7. Unless otherwise agreed, the SELLER shall pay all taxes that may be imposed by virtue of
SELLER'S obligations under this Order, including but not limited to Value-Added Tax ("VAT"). The
SELLER shall issue VAT-registered invoices and VAT official receipts to SLPGC.

8. SELLER will indemnify SLPGC against all loss, cost, damage and delay in delivery including, but
not limited to, reasonable claim for damages and attorney's fees arising out of any claim for patent
infringement by reason of SLPGC's use of the Goods/Services purchased.

9. The SELLER shall deliver the items ordered under this PO in accordance with the delivery
instructions of the SLPGC as specified in this PO. The SELLER shall deliver the goods/services
ordered within the agreed delivery schedule. All costs and expenses incurred arising from the
delivery of the goods/services shall be for the account of the SELLER, unless otherwise specified
in the PO. The goods/services ordered shall be delivered to the address specified in this PO.

10. All deliveries of goods should be accompanied by a PO duly executed by an authorized

representative of the SLPGC. The SLPGC shall not be responsible or liable for goods delivered by
a SELLER without a duly executed Purchase Order. The PO number shall be indicated clearly and
legibly in all the copies of the invoices and delivery receipts to be delivered to the SLPGC. The
SLPGC reserves the right to reject any delivery that does not comply with the foregoing
requirements.

11. In the event of any breach by SELLER of any provision of this PO Terms and Conditions, any
advance payment made by SLPGC on this PO shall be immediately refunded by the SELLER
without need of prior demand. SLPGC shall have the right to retain out of any payment due to or
about to become due to the SELLER an amount sufficient to protect SLPGC completely from any
and all losses, damage or expense until the situation has been satisfactorily remedied by SELLER.
SLPGC “ANNEX A”
PURCHASE ORDER (PO) TERMS AND CONDITIONS
12. Time is of the essence in the performance by the SELLER of its obligations hereunder. SELLER
warrants that it will deliver the Goods/Services in accordance with the agreed delivery dates with
SLPGC. In the event the SELLER should fail, for any reason whatsoever other than force majeure,
or other than SLPGC's fault or negligence, to make a delivery within the specified delivery schedule
as provided in the PO confirmed and agreed upon by SLPGC and the SELLER, the SELLER will
be liable to pay SLPGC liquidated damages at 0.50% of the value of the Purchase Order for every
day of delay until the Goods/Services have been delivered. Provided however, that SLPGC may,
at its sole option, purchase from any other SELLER(s) such quantity and quality of the product as
should have been delivered by the SELLER, and charge the SELLER with the difference between
the selling price of the product purchased from the other SELLER(s) and the selling price of the
product under this PO, if the selling price of the product purchased from the other SELLER(s) is
greater than the selling price of the product as stated in this PO. It is understood that in the event
that the selling price of the product purchased from the other SELLER(s) is less than the selling
price of the product as stated in this PO, the SELLER shall not be entitled to any reimbursement
of the difference. The SELLER shall reimburse the relevant SLPGC such difference within seven
(7) working days from receipt of the SLPGC's notification and invoices relative to the purchase
made with other SELLER(s).

13. Delay in delivery shall be considered a breach under this PO and the SLPGC shall, without
prejudice to the exercise of any of its other rights and remedies, have the right, at its sole option,
to declare the SELLER in default of this PO, and to declare the PO rescinded or resolved without
need of further judicial action.

14. The goods/services delivered shall be subject to inspection and acceptance by end user or any of
its authorized representative/s. SLPGC shall not pay any invoice or bill for goods/services delivered
unless the goods have been accepted by the end-user and proof of such acceptance by its
authorized representative is properly presented. Goods rejected on account of inferior quality or
workmanship, breakage, shortage, and/or substitution not in accordance with the specifications of
this PO shall be returned to the SELLER subject to the provisions of clauses 15 and 16 below. The
transportation, hauling and other expenses incurred by the SLPGC in this connection shall be for
the account of the SELLER.

15. SELLER unconditionally guarantees that the Goods/Services supplied/delivered shall:

a) be of new manufacture and not second hand, reconditioned or used;
b) be of the highest quality, fit for the purpose for which they are intended and in accordance
with SLPGC specifications;
c) free from any liens, claims, encumbrances, security interests, charges, taxes and
assessments whatsoever; and
d) Free from hidden defects, disabling codes, spywares or viruses.

16. The Goods/Services are free from any defect in design, materials, or workmanship. In this
connection, the SELLER shall replace the Goods/Services at no additional cost to SLPGC and will
be subject to clauses 12, 14 and 15 above.

17. This purchase will have a Warranty Period of twelve (12) months from the date indicated in the
delivery receipt or date of delivery, whichever is later, based on the Warranties stated herein and
over and above any Manufacturer's warranty, when applicable.

18. Neither party shall be liable to the other for any delay or failure to perform its obligations under this
PO if (i) the delay or non-performance is caused by events or conditions beyond the defaulting
party's control including fire, storm, earthquake, war, rebellion or insurrection, and other events
constituting force majeure; (ii) the said event directly affects the performance of its obligations under
this PO; (iii) the defaulting party gives prompt notice and makes reasonable effort to perform its
obligations; and (iv) the ability or failure is caused exclusively by the event constituting force
SLPGC “ANNEX A”
PURCHASE ORDER (PO) TERMS AND CONDITIONS
majeure, without the party's fault, negligence or contributory delay prior to, during or subsequent to
the occurrence of the force majeure.

19. SLPGC shall be entitled to terminate this PO (i) if the SELLER shall have offered, agreed, or given
any employee of SLPGC and/or its affiliates any gift or consideration of any kind as an inducement
or reward, or shall have done fraudulent and legally prohibited act for doing or forbearing to do or
having done or forborne to do any said action in relation to the execution of this Agreement with
SLPGC and/or its affiliates; (ii) if any government or any legal/judicial mandate or order requires
the termination; or (iii) if the Goods /Services covered by the PO and by operation of law is
considered prohibited, declared contraband or a health or environmental hazard.

20. No other form of acceptance is binding on SLPGC expressly limits acceptance to the terms and
condition stated in this PO and any additional or different terms proposed by the SELLER shall not
be binding on SLPGC whether or not they will materially alter this order and are rejected. In the
event of any conflict or inconsistency between this PO and the terms and conditions of SELLER
supplied documents attached, referred or delivered with the Goods/Services and for the purposes
of interpretation, this PO shall prevail.

21. Any dispute arising from the execution of or in connection with this Agreement shall be brought
before the proper courts of Makati City, Metro Manila, to the exclusion of all other courts.