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The Supply Agreement between you (“Supplier”) and SCommerce Philippines Inc. (“SCommerce”) (each a “Party” and collectively the “Parties”) comprises these SCommerce Supply Terms & Conditions (“T&Cs”), the cover agreement between Supplier and SCommerce (“Cover Agreement”), the Trading Terms and all relevant purchase orders requesting or specifying a supply of Products.

1. INTERPRETATION

1.1. In these T&Cs the following words will have the meanings assigned to them in this clause, except where inconsistent with the context:

“Applicable Laws” means any law, regulation, rule, requirement, judgment, decree, order or directive, including, without limitation, any global, federal, country, state or local laws, rules and regulations and including those issued by any Governmental Authority having jurisdiction over the relevant Party, that are applicable to a Party or its business or which the Party is otherwise subject to;

“Business Day” means a standard business day in the Philippines;

“Commencement Date” means the date specified in the Cover Agreement;

“Governmental Authority" means any federal, state, local, foreign or international court, government, department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority;

“Intellectual Property Rights” means all copyright, patents, utility innovations, trade marks and service marks, geographical indications, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief or other remedies for any past, current or future infringement, misappropriation or violation of any of the foregoing rights;

“Losses” means all losses, settlement sums, costs, charges, expenses, actions, penalties, proceedings, claims, demands and other liabilities, whether foreseeable or not.

“Order” means an order placed by SCommerce with the Supplier for the Products;

“Price” means the latest price list for the Products provided by the Supplier to SCommerce;

“Products” means the products as agreed between the Parties in writing from time to time;

“Restricted Party” means a person that is:

(a) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List;

(b) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or

(c) otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities);

“Recall” means any recall of a Product or any related actions (e.g., market withdrawal and stock recovery). For the avoidance of doubt, Recall shall include recall of product packaging;

“Return Period” means the return period specified in the Cover Agreement;

“Sanctions” means the economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by the Sanctions Authority (or any of them);

"Sanctions Authorities” means:

(a) the United States government;

(b) the United Nations;

(c) the European Union;

(d) the United Kingdom;

(e) the Commonwealth of Australia; or

(f) the respective governmental institutions and agencies of any of the foregoing or any other countries, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty's Treasury (“HMT”);

“Sanctions List” means the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC, the “Consolidated List of Financial Sanctions Targets” and the “Investment Ban List” maintained by HMT, or such other page as may replace it), or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities;

“Service Credits” means any amount stated in the Trading Terms to be payable by the Supplier to SCommerce for the failure to meet the Service Levels, such amounts being calculated in accordance with the relevant Trading Terms to which they relate; and

“Trading Terms” means a separate governing document which shall be subject to and which shall incorporate the terms of this Supply Agreement, and which describes, inter alia, the details related to the Support (as defined in Clause 5.6) and other specific terms applicable to the provision of such services and entered into by the Parties.

1.2. In these T&Cs, unless the context otherwise requires:

(a) a reference to any document (including these T&Cs) is to that document as varied, novated, ratified or replaced from time to time;

(b) words in the singular include the plural and vice versa and words in one gender include any other gender;

(c) a reference to any Party includes its successors in title and permitted assigns, a reference to a “person” includes any individual firm, body corporate, association or partnership, government or state (whether or not having a separate legal personality), and a reference to a clause is to a clause of these T&Cs;

(d) the heading of clauses is for convenience only and will not affect the interpretation of these T&Cs;

(e) any undertaking under these T&Cs not to do any act or thing will be deemed to include an undertaking not to permit or suffer the doing of that act or things;

(f) a reference to “Php” or “peso” is to the lawful currency of the Philippines; and

(g) the word “includes” in any form is not a word of limitation.

2. TERM AND DURATION

2.1. The Supply Agreement commences on the Commencement Date and will continue for a period of twelve (12) months, and shall be renewed for continuous term periods of twelve (12) months unless either Party gives written notice to the other Party, at least thirty (30) days prior to the expiration of such term that the Supply Agreement shall not be renewed.

3. PLACING ORDERS; SUPPLY OF PRODUCTS; AND SERVICE LEVELS

3.1. SCommerce may from time to time place Orders with the Supplier setting out the requirements for the Order, including the quantity of Products ordered, date for delivery and delivery address.

3.2. Following receipt of each Order, the Supplier will:

(a) supply the Orders;

(b) secure all customs clearances for Products prior to delivery (if applicable);

(c) abide by all laws, rules and regulations that apply to the performance of its obligations under these T&Cs; and

(d) use all reasonable skill and diligence to deliver the Products in accordance with best industry practices.

3.3. For the avoidance of doubt, SCommerce is under no obligation or requirement to place any Orders during the term of the Supply Agreement.

3.4. The Supplier shall supply all Orders in compliance with the Supply Agreement and so as to meet or exceed any applicable service level standards or similar requirements specified by SCommerce (the “Service Levels”).

3.5. If the Service Levels are not met or if the Supplier otherwise fails to perform its obligations under this Supply Agreement, then without prejudice to SCommerce's rights under the Supply Agreement or at law, the Supplier will investigate, assemble and preserve pertinent information with respect to the cause(s) of the problem, including performing a root cause analysis of the problem, use its best efforts to resolve such problem at the earliest possible time and if the Supplier has not done so within a reasonable time, in which case the Supplier will indemnify SCommerce in respect of any costs and expenses incurred by SCommerce in doing so.

3.6. If a Service Level is not achieved or met, certain Service Credits will accrue as may be set out in the Trading Terms, and shall be made payable on the last day of the month in which the relevant Service Credits are accrued. Where there is an outstanding invoice as at the date the payment of Service Credits is due, SCommerce may offset the relevant Service Credits against such invoice owed by SCommerce to the Supplier and any balance of Service Credits shall be paid to SCommerce by the Supplier on the last day of the month in which the relevant Service Credits accrued.

3.7. Notwithstanding any other right or remedy in this Supply Agreement, in the event that SCommerce considers that the Supplier has either failed to supply the Orders in accordance with the applicable Service Levels on a consistent basis (whether within the course of one month or over three consecutive months) or has failed to satisfy a Service Level which has a material effect on SCommerce ability to comply with its obligations, applicable authorized representatives from the Supplier shall meet with relevant authorized representatives from SCommerce to discuss SCommerce’s concerns, explain the reasons for the failures, potential failures and the steps being taken to ensure that failures do not continue or re-occur. Supplier shall adhere to any appropriate further actions and obligations (e.g. the implementation of an appropriate remediation plan or similar) as are reasonable to ensure that failures do not continue to occur and/or any risks of failure are mitigated.

4. RISK, TITLE AND DELIVERY

4.1. Title to and risk in the Products will pass to SCommerce only after SCommerce has accepted the Products.

4.2. Products purchased are subject to SCommerce’s reasonable inspection and approval at the delivery point nominated in an Order.

4.3. As soon as the Supplier is aware that it will be unable to fulfil an Order or meet the delivery date set out in an Order, the Supplier must notify SCommerce in writing of the date that it will be able to fulfil the Order or deliver the Order for the Product. Except where the delay in delivery is caused or contributed to by SCommerce, if the new date for delivery is unacceptable to SCommerce, SCommerce may in its sole discretion terminate the Order and in the event SCommerce has made payment for such Order, Supplier shall refund such payment for such Order to SCommerce, in full within fourteen (14) days from the date SCommerce terminates such Order.

4.4. SCommerce will not be liable to the Supplier for any cost, loss or expense incurred by the Supplier due to SCommerce exercising its rights under Clause 4.3.

4.5. SCommerce may reject the Products within three (3) calendar days of the Products’ receipt even after they have been accepted, should the Products be patently defective or are not in accordance with SCommerce’s specifications, do not meet the requirements under the Order or are reasonably believed to be counterfeit (“Rejected Products”).

4.6. In connection with any latent defects (i.e., those not discoverable by SCommerce during its visual inspection of the Products pursuant to Clause 4.5 above) if: (a) any of the Products is not in material conformity with the specifications and/or warranty as agreed between the Supplier and SCommerce; and (b) written notice of such latent non-conformity is made by SCommerce to Supplier, such Product shall be regarded as a Rejected Product wherein Clause 4.7 shall apply.

4.7. Rejected Products:

(a) will be held by SCommerce;

(b) must be removed by, and at the expense of, the Supplier on the next delivery date, and in any event within ten (10) Business Days of the Supplier being notified of the rejection; and

(c) may be removed by SCommerce at the Supplier’s cost if the Supplier fails to remove the Products in the relevant time frame as stipulated per Clause 4.7(b).

4.8. When a Product is rejected pursuant to Clauses 4.5 and/or 4.6. and payment for such Product has been remitted by SCommerce to the Supplier, SCommerce shall be entitled to a refund of such amount (“Refund Amount”) in cash or via such payment mode as determined at SCommerce’s sole discretion. For the avoidance of doubt, if the Rejected Product is removed pursuant to Clause 4.7(c), SCommerce shall still be entitled to the Refund Amount.

4.9. Where a Return Period has been specified in the Cover Agreement, SCommerce may, at its sole discretion, return Products to the Supplier within the Return Period (“Returned Products”) by providing written notice to the Supplier (“Return Notice”).

4.10. For the avoidance of doubt, the Supplier shall acknowledge the Return Notice in writing within three (3) days from the date such Return Notice is sent by SCommerce to the Supplier (“Return Notice Acknowledgment Period”) and such Return Notice shall be deemed acknowledged by the Supplier in the event SCommerce does not receive the Supplier’s acknowledgement of such Return Notice within the Return Notice Acknowledgment Period.

4.11. Title to and risk in the Returned Products will pass to the Supplier on the date of Supplier’s written acknowledgement of the Return Notice or the expiry of the Return Notice Acknowledgement Period whichever is earlier. Supplier shall within five (5) Business Days issue a credit note inclusive of VAT (where credit amount and corresponding VAT are to be clearly indicated in such credit note) to SCommerce making reference to the original tax invoice issued for such Returned Products and as determined at SCommerce’s sole discretion, Supplier shall (i) make a cash refund to SCommerce in an amount equal to such credit note (inclusive of VAT) or (ii) entitle SCommerce to set-off the credit note (inclusive of VAT) against any amounts owed by SCommerce to Supplier.

4.12. Returned Products:

(a) will be held by SCommerce;

(b) must be removed by, and at the expense of, the Supplier on the next delivery date, and in any event within ten (10) Business Days from the date of Supplier’s written acknowledgement of the Return Notice or the expiry of the Return Notice Acknowledgement Period whichever is earlier; and

(c) may be removed by SCommerce at the Supplier’s cost if the Supplier fails to remove the Products in the relevant time frame stipulated per Clause 4.11.

4.13 Supplier may reject the Returned Products, even after the title to and risk in the Returned Products has passed to Supplier, if the Returned Products are not in the condition as when the Returned Products were first delivered to SCommerce, in which case no refund under Clause 4.11 for the aforesaid Returned Products is required to be issued by Supplier.

5. PRICE AND PAYMENT

5.1. To the extent that the Supplier is required to register for VAT and pass on VAT to SCommerce on the Products supplied based on the prevailing tax laws, the Supplier must provide SCommerce with a valid tax invoice and official receipts for each Order detailing the Products supplied, the Price and the VAT component in accordance with Clause 6. Official receipts shall be provided at the time of payment or any other specified timeline as agreed between Parties. Failure to provide official receipts within the agreed timeline shall be considered a material breach of the Supply Agreement.

5.2. Following inspection and acceptance of the Order pursuant to Clause 4.2, SCommerce will pay the Supplier within thirty (30) days from the date it receives a valid tax invoice. SCommerce shall have no obligation to pay any invoice received more than ninety (90) days following the delivery date of the Order covered by that invoice.

5.3. SCommerce will notify the Supplier if there is an error in the tax invoice, or if it disputes any of the charges. Notwithstanding this, SCommerce may withhold payment of any disputed portion of the invoice pending resolution of the dispute, but remains obligated to pay the remaining undisputed balance of the tax invoice on time in accordance with Clause 5.2.

5.4. Supplier shall notify SCommerce at least thirty (30) days in advance of any variation of the Prices taking effect.

5.5. All other costs, charges, fees and expenses for or arising out of or in connection with the supply of Products under these T&Cs must be paid by the Supplier, including all costs involved in the packaging, handling, storage insurances and any other expenses unless otherwise stated and mutually agreed. The cost of packaging, freight and delivery is included in the Price.

5.6. SCommerce and Supplier acknowledge and agree that certain discounts, rebates and/or promotional support ("Support"), as the case may be, be provided by a Party to the other under these T&Cs on such terms as may be mutually agreed in the Trading Terms. SCommerce shall, by an issuance of a relevant credit memo from the Supplier, be entitled to offset any and all amount due from the Supplier to SCommerce, arising out of and/or in connection with the Support, against any amounts due to the Supplier under Clause 5.2.

5.7. Notwithstanding anything to the contrary, SCommerce, at its sole discretion, is entitled to set off any amount the Supplier owes SCommerce and/or its affiliates under these T&Cs against any amount that SCommerce owes the Supplier under it.

5.8. Supplier may deduct applicable withholding taxes as may be required by Applicable Laws as long as it has notified and provided evidence to SCommerce that it is part of the list of top withholding agents as published by the applicable Government Authority. Supplier must provide SCommerce with Certificate of Creditable Tax Withheld at Source within twenty (20) calendar days from the close of any given taxable quarter.

6. VAT

6.1. If the supply of Products under the Supply Agreement is subject to VAT, SCommerce shall pay the Supplier the Price plus an amount equal to the VAT payable on the supply (unless the Price is expressly stated as being inclusive of VAT).

6.2. SCommerce must pay the additional amount payable under Clause 6.1 on the same date as the Price is payable, provided that no payment is required under this clause or Clause 6.1 until the Supplier has issued SCommerce with a tax invoice in respect of the relevant supply in a format reasonably acceptable to SCommerce. The tax invoice must set out the amount of the VAT payable by SCommerce.

6.3. The Supplier warrants that it is registered for VAT purposes at each time a taxable supply is made and indemnifies SCommerce for any loss it suffers as a result of the Supplier not being registered for VAT purposes. Upon request by SCommerce, the Supplier shall produce evidence that it is so registered.

7. WARRANTIES

7.1. The Supplier warrants that:

(a) all Products supplied to SCommerce:

(i) are new, of merchantable quality, free from defects, fit for their intended purpose and in the case of a consumable Product, fit for consumption;

(ii) shall, where applicable, be manufactured, packaged, stored, and delivered under sanitary conditions and in strict compliance with all Applicable Laws;

(iii) conform to any product warranties; and

(iv) are not counterfeit.

(b) it has clear title to the Products and that the Products are delivered free of liens and encumbrances;

(c) it has the full right and authority to sell all Products to SCommerce;

(d) there are no restrictions on the re-sale of the Products, and such re-sale will not contravene any applicable laws or regulations of any country or violate or infringe upon any proprietary rights, including Intellectual Property Rights, of any third party;

(e) it has all rights and ownership, or is a licensed user, of all Intellectual Property Rights in relation to the Products and their supply;

(f) it is not aware of any claims made by any third party with regards to any alleged or actual infringement of Intellectual Property Rights or any other claim, demand or action in connection with the manufacture, sale, distribution or use of the Products;

(g) the entry into the Supply Agreement and the performance thereof by the Supplier has been duly authorised and constitutes a valid and binding agreement of the Supplier, enforceable against it in accordance with the terms thereof;

(h) all information furnished to SCommerce with regards to the Products are true, accurate and not misleading;

(i) all formal consents, waivers, approvals, authorisations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Supplier in connection with the entry into the Supply Agreement and the performance of the same, have been duly obtained; and

(j) the entry, delivery and performance of the Supply Agreement by the Supplier will not violate or conflict in any material respect with any law, rule, regulation, code, ordinance, judgment, order, writ, injunction, decree or other requirement of any court/tribunal or of any governmental body or agency thereof applicable to the Supplier and/or the sale of the Products.

7.2. The Supplier represents and undertakes that if any Products are tendered that, because of infestation, contamination or damage (“Infestation”) due to any of the Supplier’s breach of any of the relevant warranty provision in Clause 7.1, might cause further Infestation to SCommerce’s warehouse, its other products and/or property stored therein, the Supplier shall bear full liability and compensate forthwith for any costs, damages, expenses, and/or fees incurred by SCommerce arising out of and/or in connection with the Infestation unless such Infestation is substantially proven by the Supplier that it is a result of a gross negligent action or omission of SCommerce. In the event if Parties determine that it is necessary for a third-party expert to be appointed to determine the cause of the Infestation which may further determine the Party responsible for such Infestation, Parties shall mutually agree on the appointment of such third-party expert in writing and that, where applicable, the Party determined to be responsible for such Infestation shall bear all costs incurred from the appointment of such third-party expert.

8. PRODUCT RECALLS

8.1. The Supplier shall bear sole and absolute responsibility to carry out any Product Recall, whether or not such Recall is required or requested by a Government Authority. If any Government Authority having jurisdiction requires or reasonably requests the Supplier to Recall a Product due to a defect in the manufacture, processing, packaging or labelling of the Product or for any other reason whatsoever, the Supplier shall immediately notify SCommerce in writing. The Supplier shall be responsible for carrying out any Recall as expeditiously as possible and in such a way designed to cause the least disruption to the sales of the Product and to preserve the goodwill and reputation attached to the Product and to the names of the Parties. The Supplier agrees to maintain all appropriate records and procedures to permit a Product Recall. All costs arising out of and/or in connection with any Product Recall shall be borne solely by the Supplier unless it is substantially proven by the Supplier that such Product Recall is directly attributable with SCommerce’s gross negligence or misconduct. The costs shall include, but not limited to, (a) any transit or shipping costs associated with any Product Recall, (b) replacement of all associated Products in respect of the given Product Recall with new or refurbished product, (c) engagement of any third-party expert to determine the cause of the Product Recall, and (c) any Consequential Damages. For the purposes of this Clause 8.1 and notwithstanding anything to the contrary, “Consequential Damages” shall mean the amounts, costs, or economic loss that SCommerce has incurred or suffered solely and directly associated with a Recall made pursuant to this Clause.

8.2. All questions from customers, consumers, media and/or other organizations related to Recalls shall be forwarded by SCommerce to the Supplier and the Supplier shall, without delay, duly address all of such questions.

9. INSURANCE

9.1. The Supplier must effect and maintain appropriate and adequate insurance for (i) public and product liability, and (ii) loss or destruction (at full replacement cost) of the Product relating to these T&Cs and retained in the Supplier's possession, or whilst in transit.

9.2. The Supplier must provide to SCommerce a copy of a certificate of currency in respect of any of the above insurances within seven (7) days of a request by SCommerce.

10. LIABILITY

10.1. In no event shall either Party be liable for indirect, incidental, special, punitive or consequential damages, including loss of use, loss of profits or interruption of business, however caused or on any theory of liability.

10.2. SCommerce’s liability to the Supplier for any and all Losses arising out of or in connection with the Supply Agreement, shall in no event exceed the payments made to the Supplier in the three (3) months prior to the event giving rise to such liability.

11. INDEMNITY

11.1. The Supplier indemnifies and releases SCommerce against any claims, loss, damage, cost (including legal costs), expense or liability arising out of:

(a) any breach of any warranty or obligation under the Supply Agreement;

(b) any wilful or negligent act or omission of the Supplier or any of its officers, employees or, agents in relation to the performance of its obligations under the Supply Agreement; and

(c) any breach of any third party's rights, including in respect of any claim that the Product infringe, or their importation infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person anywhere in the world,

except, to the extent caused or contributed to by any negligent act or omission of SCommerce, its officers, employees and agents.

12. FORCE MAJEURE

12.1. Neither Party shall be liable to the other for loss or damage resulting from delay or failure to perform these T&Cs, or any terms hereunder, either in whole or in part, when the same is due to causes beyond its reasonable control, including but not limited to civil war, insurrections, strikes, riots, fires, floods, explosions, earthquakes, serious accidents or any acts of God, government regulations, epidemics, quarantine or labour trouble resulting in cessation, slowdown or interruption of work. In the event of the same, the Parties' obligations herein and the delivery dates shall be extended for the periods of such circumstances only so far as they affect the performance of the Supply Agreement.

12.2. The Party affected shall as soon as possible notify the other Party in writing of the commencement and (if applicable) end of said circumstances.

13. TERMINATION

13.1. SCommerce may terminate the Supply Agreement:

(a) without cause with thirty (30) days’ written notice; and

(b) immediately with written notice to the Supplier if:

(i) the Supplier commits a fundamental breach of any of its obligations under these T&Cs, and such breach is not remedied (if capable of remedy) within seven (7) days of notice in writing from SCommerce requiring that such breach be remedied;

(ii) the Supplier is in breach of any of its obligations under these T&Cs, which breach is not a fundamental breach and such breach is capable of being remedied and has not been remedied within thirty (30) days of notice in writing from SCommerce requiring that such breach be remedied;

(iii) SCommerce reasonably believes for any reason that the Supplier is no longer able to perform its obligations under these T&Cs; or

(iv) the Supplier ceases or threatens to cease carrying on business, becomes insolvent or goes into administration, receivership or liquidation or enters into any arrangement or composition with its creditors or any action is taken for the appointment of an administrator or official manager or receiver of the assets of the Supplier.

13.2 The Supplier may terminate the Supply Agreement:

(a) without cause with sixty (60) days’ written notice; and

(b) immediately with written notice to SCommerce if:

(i) SCommerce fails to pay or dispute any tax invoice in accordance with Clause 5 and fails to remedy such breach within sixty (60) days of a notice from the Supplier requiring SCommerce to remedy the same and stipulating that SCommerce is in breach of these T&Cs; or

(ii) SCommerce becomes insolvent or goes into administration, receivership or liquidation or enters into any arrangement or composition with its creditors or any action is taken for the appointment of an administrator or official manager or receiver of the assets of SCommerce.

13.3 Termination of the Supply Agreement is without prejudice to any accrued rights of either Party as at the date of termination.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. The Supplier grants to SCommerce a non-exclusive and royalty-free right and licence to use the Supplier’s trademarks, logos, brand names, service marks, photographs, graphical elements, wordings, forms, diagrams, information, text, film footage, computer animation, music, lyrics, sound effects, visual effects and/or other materials, including digital equivalents of all the above (the “Materials”), which are provided or authorised by the Supplier in connection with these T&Cs in the marketing, promotion, selling and distribution of the Products, including the right and licence to use the Supplier’s Materials with any marketing and/or promotional activities relating to the Products.

15. CONFIDENTIAL INFORMATION

15.1. Neither Party will use information contained in the Supply Agreement, exchanged in prior negotiations or any tender process for any purpose not contemplated by the Supply Agreement. Each Party must, and must ensure that its employees, agents and subcontractors who need such access in order to perform their duties, receive this information under obligations of confidentiality.

15.2. Clause 15.1 does not apply to the extent that:

(a) either Party is required by law, regulation or the rules of any applicable stock exchange to disclose the information;

(b) the information is public knowledge (and has not become public knowledge as a result of either Party’s breach of confidentiality); or

(c) the information was independently created by a Party (and that Party has evidence in writing that the information falls within this exception).

16. RELATIONSHIP

16.1. The Parties are independent contracting parties, and nothing in these T&Cs will make any Party the employee, partner, agent, legal representative, trust or joint venturer of the other for any purpose whatsoever, nor does it grant either Party any authority to assume or to create any obligation on behalf of or in the name of the other.

17. ASSIGNMENT

17.1. SCommerce may assign the Supply Agreement or any of its rights or obligations under the Supply Agreement without the prior written consent of the other Party. For the purpose of this clause, assignment will include any assignment by operation of law and change in control of a Party.

18. COSTS

18.1. Each Party will bear their own respective legal costs (as between solicitor and client) of and incidental to the negotiation, any variation and execution of these T&Cs, and the enforcement or attempted enforcement of respective rights, remedies and powers under the Supply Agreement, including referral of any issue under the Supply Agreement to arbitration.

19. SANCTIONS

19.1. The Supplier represents and warrants that:-

(a) none of the Supplier nor (to the actual knowledge of the Supplier (having made enquiries, if any, that are reasonably expected of it)) any of the Supplier's directors nor any persons acting on their behalf:

(i) is a Restricted Party; or

(ii) has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority; or

(iii) has been engaged in (in the past five (5) years), and is not now engaged in, any dealings or transactions with any Restricted Party.

19.2 The Supplier undertakes that it shall not, either by itself or through any other person authorised by it:

(a) fund any trade, business or other activities of any Restricted Party;

(b) cause SCommerce to be in breach of any Sanctions or becoming a Restricted Party; or

(c) engage in any dealings or transactions with any Restricted Party.

20. ENTIRE AGREEMENT

20.1 The Supply Agreement constitutes the entire agreement between the Parties concerning the subject matter of the Supply Agreement and supersedes all prior negotiations, arrangements, agreements and understandings, either oral or written, between the Parties.

21. VARIATION

21.1. These T&Cs may be modified by SCommerce from time to time without notice to Supplier.

22. GOVERNING LAWS

22.1. The Supply Agreement shall be governed by the laws of the Philippines. In the event of any dispute, controversy, difference or claim arising under or relating to this Agreement (including, without limitation: (1) any contractual or non-contractual rights, obligations or liabilities; and (2) any issue as to the existence, validity or termination of this Agreement) (a “Dispute”), a Party shall promptly notify the other Party in writing (the “Dispute Notice”) and the Parties shall conduct discussions and negotiations in good faith. Any resolution of such Dispute is to be set forth in writing signed by the Parties. If such Dispute cannot be satisfactorily resolved by the Parties through good faith negotiations within thirty (30) days after the Dispute Notice, it shall be referred to and finally resolved by arbitration administered by the Philippine Dispute Resolution Center, Inc. (PDRCI) in the Philippines in accordance with the Arbitration Rules of the PDRCI (“PDRCI Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this Clause. The seat of the arbitration shall be Taguig City. This arbitration agreement shall be governed by Philippine law including the Alternative Dispute Resolution Act. The Tribunal shall consist of one (1) arbitrator and the language of the arbitration shall be English.

23. PARTIAL INVALIDITY

23.1. In the event of the invalidity of any part or provision of the Supply Agreement such invalidity must not affect the enforceability of any other part or provision of the Supply Agreement.

24. SURVIVAL

24.1. Clauses 7 (Warranties), 8 (Products Recall), 9 (Insurance), 10 (Liability), 11 (Indemnity), 14 (Intellectual Property Rights), 15 (Confidential Information), 22 (Governing Laws), 24 (Survival) and 26 (Notices) shall survive the expiration and termination of the Supply Agreement.

25. WAIVER

25.1. A Party’s failure to exercise or delay in exercising a right or power does not operate as a waiver of that right or power and does not preclude the future exercise of that right or power.

26. NOTICES

26.1. Any notice, request, demand or other communications required by these T&Cs to be given by either Party to the other shall be delivered by hand or facsimile or electronic mail (e-mail) or sent by registered post to such other Party at their respective address given herein. Any notice sent by hand shall be deemed to have been received on the day on which it was delivered, any notice sent by facsimile shall be subsequently confirmed by letter posted or delivered as soon as practicable thereafter provided and any e-mail sent shall be deemed to have been received by the other Party at the time of transmission. However, that any such notice, demand, request or other communication shall be deemed effective on the date of transmission thereof by facsimile or email and any notice sent by registered post shall be deemed have been served and received on the fifth (5th) day following the date of posting. If the day on which any notice deemed delivered falls on a Sunday or a public holiday, such notice shall only be deemed to have received on the next day which is not a Sunday or a public holiday.

26.2. Address for services for the respective Parties shall be as follows:-

If to SCommerce PH:

Corner of Honest Street and Determined Street,

Calamba Premiere International Park (CPIP), Brgy. Batino

Calamba City 4027 Laguna, Philippines

Attention: Group General Counsel

Email: legal.ph@scommerce.ph

If to Supplier:

As specified in the Cover Agreement

27. COUNTERPARTS

27.1. The Supply Agreement may be executed in counterparts.

Last Modified: 19 February 2024