SALES

AGREEMENT

This Sales Agreement (the “Agreement”) is entered into ____________________ (the “Effective Date”),
by and between DYNA HOLDINGS INC., with office address at the 22nd Floor, Tower 1, Insular Life
Corporate Center, Filinvest Corporate Center, Alabang, Muntinlupa City, (the “Seller”) and
_________________, with office address at _______________________________, (the “Buyer”),
collectively “the Parties”.

The Parties hereto agree as follows:

Seller is the distributor of Heng De Face Shields in the Philippines; and Buyer wishes to purchase the afore-
mentioned product.

THEREFORE, the Parties agree as follows:

1. Sale of Goods. Seller shall make available for sale and Buyer shall purchase ___________ (____) pieces
of Heng De Face Shields, specific details of which are provided in the attached Annex A (the “Goods”).

2. Delivery. Seller shall deliver the Goods to Buyer at ______________________________ (the “Delivery
Point”) within the period of 24 August 2020 to 31 August 2020 (the “Delivery Period”).

The Goods shall be deemed delivered within the Delivery Period upon delivery and making any portion of
the Goods available at the Delivery Point.

3. Purchase Price & Payments. Seller agrees to sell the Goods to Buyer for a total purchase price of
PHILIPPINE PESOS: ____________________ (Php______) (the “Purchase Price”) or at the unit price of
PHILIPPINE PESOS: ___________ (Php________) per piece, exclusive of applicable taxes. Any amount
required to be withheld from the Purchase Price shall be shouldered by the Buyer, such that the net
amount to be received by the Seller shall be the Purchase Price. The Purchase Price shall be payable as
follows:

a. The amount of PHILIPPINE PESOS: _________________ (Php___________) shall be payable
upon execution of this Sales Agreement (the “Initial Payment”), and
b. The remaining balance of the Purchase Price amounting to PHILIPPINE PESOS:
_______________ (Php____________) shall be payable before delivery of the Goods at the
Delivery Point.

Any amount not paid when due shall be subject to applicable legal interest and to a five percent (5%) late
payment penalty from due date until actual payment date.

4. Inspection of Goods & Rejection. Buyer is entitled to inspect the Goods upon delivery at the Delivery
Point. If the Goods are unacceptable for any reason, Buyer must reject them at the time of delivery at the
Delivery Point. If Buyer has not rejected the Goods on the date of delivery at the Delivery Point, Buyer
shall have waived any right to reject that specific delivery of and return any or all of the delivered Goods. In
the event Buyer rejects the Goods, Buyer shall allow Seller a reasonable time to cure the deficiency.

5. Risk of Loss. Risk of loss will be on the Seller until the any portion of the Goods is delivered at the
Delivery Point.

6. Title. Title to the Goods will remain with the Seller until any portion of the Goods are delivered at the
Delivery Point.

7. Excuse for Delay or Failure to Perform. Seller will not be liable to Buyer for any delay, non-delivery or
default of this Agreement due to force majeure events, labor disputes, transportation shortage, delay or
shortage of materials to produce the Goods, fires, accidents, Acts of God, import or travel restrictions
imposed by governments, change in law, restrictions imposed by the government due to force majeure
events, pandemic, delay in issuances of permits by governments or any other causes outside of Seller’s
control. Seller shall notify Buyer immediately upon realization that it will not be able to deliver the Goods
as promised. Either Party may terminate this Agreement upon such notice.

8. Termination. This Agreement may be terminated at any time by either Party upon written notice to
the other party. In the event that the Buyer terminates this Agreement for any reason, the Initial Payment
shall be forfeited in favor of the Seller as liquidated damages for any and all costs incurred by the Seller
arising from or related to this Agreement without prejudice to any other rights and remedies that the
Seller may have at law or equity. Buyer shall remain responsible for the payment of any or all Goods
delivered up to the date of termination. Further, the remedy stated hereunder shall not be the exclusive
remedy of the Seller in the event that acts or omissions of the Buyer arise from fraud, gross negligence,
or malicious intent.

9. Disclaimer of Warranties. THE GOODS ARE SOLD ‘AS IS’. SELLER EXPRESSLY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED
WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

10. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE TO THE OTHER
PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT, SUCH
AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF
DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S
NEGLIGENCE OR BREACH.

11. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in
whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions
should continue in full force and effect as valid and enforceable.

12. Waiver. The failure by either party to exercise any right, power or privilege under the terms of this
Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or
privilege or the exercise of any other right, power or privilege.

13. Remedies and Legal Fees. In the event of a dispute, Buyer’s sole remedy for any and all losses or
damages resulting from defective Goods or from any other cause (other than force majeure events,
mutual termination or breach or negligence by Buyer) shall be ten percent (10%) of the paid portion of
the Purchase Price of the Goods with respect to which losses or damages are claimed. In the event such
dispute results in legal action, the successful party will be entitled to its legal fees, including, but not
limited to its attorneys’ fees.

14. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated
above. The Parties each represent that they have the authority to enter into this Agreement.

15. Governing Law and Venue. The Parties agree that this Agreement shall be governed by the laws of
the Republic of the Philippines. In case of any dispute arising from or pursuant to this Agreement, the
Parties agree to institute the necessary actions before the courts of Pasay City, Philippines, to the
exclusion of all other courts.

16. Confidentiality. This Agreement as well as its terms and conditions herein shall be held in strict
confidence, and that no portion or part hereof may be reproduced or be revealed to any person or entity
other than the signatory herein or their authorized representatives. The Parties or their authorized
representatives shall not divulge, disclose or publish the provisions herein to any third party or entities,
unless otherwise required by a court order. This obligation shall survive the termination of this
Agreement.

17. Relationship of the Parties. The Parties hereto expressly agree that nothing contained or implied in
this Agreement shall constitute or be deemed to constitute a partnership or joint venture among the
Parties hereto or any of them do not constitute nor be deemed to constitute any Party as an affiliate to
any Party for any purpose whatsoever. The rights, duties, obligations and liabilities of the Parties hereto
shall be several and not joint and solidary, and nothing herein contained shall be construed as creating a
trust, each Party being individually responsible only for its obligations as set out in this Agreement.

18. Counterparts. This Agreement may be executed and delivered by the Parties in any number of
separate counterparts each of which, when executed and delivered, shall constitute an original and all the
counterparts together shall constitute but one and the same instrument.

19. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire
agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify
any terms, they shall do so in writing to be signed by both Parties.

IN WITNESS WHEREOF, the Parties have hereunto signed this Agreement on the date and place above
written.





Date
DYNA HOLDINGS INC.




Date




Annex “A”

Details of the Goods

- One (1) piece of Heng De Face Shield shall comprise of a visor and a plastic cover, both of which
are contained in a box.
- A sample photo of the Goods is as follows: