MEMORANDUM OF AGREEMENT

KNOWN ALL MEN BY THESE PRESENTS:

THIS AGREEMENT is made and entered into this ____ day of __________,
2020, by and between:

___________________, Filipino, of legal age, single/married with residential

address ___________________________, hereinafter referred to as “Buyer”

and

___________________, Filipino, of legal age, single/married with residential

address ___________________________, hereinafter referred as “Contractor”.

WITNESSETH;

WHEREAS, the CONTRACTOR facilitate for the BUYER to acquire

Original UK/US/Asian 3M™ Health Care Particulate Respirator and
Surgical Mask 1860, N95, 120 EA/Case herein referred as “Product”;

WHEREAS, the BUYER has offered to purchase the Product with a

quantity of ONE HUNDRED THOUSAND PIECES (100,000) as “Test-
Buy”, and a subsequent purchase of ONE MILLION PIECES (1,000,000);
and the CONTRACTOR commits to deliver the same, provided that the
BUYER and the CONTRACTOR agrees under the terms and conditions
herein below set forth,

NOW THEREFORE, for and in consideration of the total sum of THE

CONTRACT PRICE FOR THE TEST-BUY is
___________________________________ and of the covenants herein after set
forth the CONTRACTOR agrees to facilitate and the BUYER agree to buy the
aforesaid product subject to the following terms and conditions:

The total consideration shall be

___________________________________ payable through
_____________ as follows:

1.1. The amount of THE AGREEMENT PRICE shall be paid in

________________ upon agreement of the BUYER and The
CONTRACTOR as to the mode of payment;

1.2. The BUYER is oblige to purchase the said product upon proof of
the CONTRACTOR that he have the necessary documents such as
Airway Bill, Service of Good Standards (SGS) or other proof of
authenticity of the said products, through personal inspection of the
BUYER or his authorized representative;

1.3. That the personal inspection may be made upon signing of this
agreement, or whichever the parties deem necessary and
convenient;

2. Possession of the subject product shall be picked-up by the

BUYER from the CONTRACTOR upon released from Philippine
Customs of the said product;

3. Lead time for the consolidated test buy with other buyers and of the
minimum order of quantity, shall be of no less than twenty (20)
days;

1
 4. Partial quantity for the test-buy will be released to the
purchaser/buyer, with the agreement that the manufacturer selling
price shall be paid by the Buyer including the Cost, Insurance,
Freight (CIF) and courier fees on the subsequent shipping which
covers the manufacturer’s Minimum Order of Quantity (MOQ);

5. That the manufacturer’s MOQ is ___________________

(0,000,000) with manufacturer’s price of ___________________
(Php 000.00) per piece, which shall be paid partially, upon signing
of this agreement and for the remaining test-buy products be
released;

6. The CONTRACTOR WARRANTS the genuineness and

authenticity of the product

7. TERMS AND CONDITIONS MAY VARY ON A CASE-TO-CASE

BASIS, PARTICULARLY ON THE CONTRACT PRICE AND MODE
OF PAYMENT. THE CONTRACTING PARTIES MAY ADD,
SUBTRACT, AMEND ANY OR ALL PARTS OF THIS SALES
PURCHASE AGREEMENT AS THEY SEE FIT, SUBJECT TO THE
CONSENT OF BOTH PARTIES;

8. Upon full payment of the total price, the CONTRACTOR and the
BUYER shall sign and execute a DEED OF RELEASE OF
LIABILITY in favor of one another, which shall extinguish the
effectivity of this agreement;

9. Failure of the BUYER to comply with this agreement shall result to

conversion of the manufacturer’s selling price into retail cost of
_____________ (Php 000.00) per piece plus ten percent (10%)
penalty of the total shipment cost, including the Cost, Insurance,
Freight, and courier fees.

10. Failure of the CONTRACTOR to deliver on the period stipulated

herein, the BUYER shall have the right to cancel this agreement
and a refund of the payment after 30 days from cancellation date,
and a guaranty check shall be issued to the BUYER upon
cancellation.

11. The CONTRACTOR shall not be liable in case of FORTUITIOUS

EVENTS and/or FORCE MAJEURE cases, including Acts of Man
such as wars, conflagration, robbery and other similar acts.

IN WITNESS WHEREOF, the parties have hereunto affixed their signatures, this
_____ day of ____________ 2020 at _______________, Philippines.
 

________________________________   
Printed Name and Signature of CONTRACTOR

________________________________
Printed Name and Signature of BUYER