BUY AND SELL AGREEMENT

This Buy and Sell Agreement ("Agreement") is made and effective on this, the   day of 
, 2022, by and between ______________________, a duly registered corporation in the Republic of
the Philippines, with principal office address at ____________________ ("Buyer") and 
, a   with its principal place of business at 
, ("Supplier or Seller").

In consideration of the mutual promises contained herein, the parties agree as follows:

1. Definitions

As used herein, the following terms shall have the meanings set forth below:

a. "Products" shall mean the cement product sold by the Supplier;

b. "Other Terms and Conditions" shall mean all terms, conditions, limitations, and
modifications as described in "Attachment 1: Other Terms and Conditions"
incorporated herein by reference.

2. Conflict of Interest

Supplier, including its authorized representative, shall neither enter into any agreements,
partnerships, associations, joint ventures, OEM contracts, sales contract, or other business
relationships nor directly negotiate, communicate, transact, or contract with manufacturers,
suppliers, or other parties that are current client/s of Buyer, or that may be potential client/s of
Buyer by virtue of any initial negotiation where Buyer has already provided any information
regarding the Products.

3. Sale of the Products

A. Orders. All orders for the Products shall be submitted through a Purchase Order, and may
be reserved by Supplier through request in writing by e-mail, social media messaging, or
SMS. All orders received shall be confirmed by Supplier in the same way.

B. Product Availability. Supplier shall use its best efforts in filling orders submitted by Buyer
in a reasonable and timely fashion. Supplier shall immediately notify Buyer of any known or
anticipated delays in filling new or previously entered orders and the estimated duration of
any delays so that Buyer may fairly represent this information to existing or potential
customers. Failure to fill accepted orders by reason of fortuitous event/ force majeure,
whenever it shall become impossible to fill the accepted orders, shall make the Supplier liable
for full refund only.

C. Product Certainty. Supplier hereby warrants that the quality of the Products shall be in
accordance to that required and indicated in the Purchase Order submitted by Buyer,
following the attached Terms and Conditions.

D. Procedures. The Buyer shall submit to the Supplier a Purchase Order (PO) for an allotment
and break down delivery of an initial quantity. After the signing of the Agreement and the
FULLPAYMENT to the designated bank account of the Supplier, the Supplier will
immediately issue the Special Order (OR) for the authority to pick up and withdraw the
contracted commodity from the Supplier’s warehouse or delivery to the place as agreed by
both parties
 E. Shipment Details:

The shipment details are agreed by both parties and are indicated in this contract as follows:
Location/Port: Iloilo or Cebu Port
Date of Loading:
Duration of Loading: 3-5 days

4. Obligations and Warranties of Supplier

A. Warranties. The Supplier with full corporate authority and responsibility, and under the
penalty of perjury makes an Irrevocable and Confirmed Commitment to sell the commodity
of GENERAL CEMENT TYPE 1 and hereby certifies, represents and warrants that it can
fulfill the requirement of this Agreement and provide the commodity herein mentioned under
the terms and conditions specified and agreed upon by the parties herein.

Supplier must investigate thoroughly bad order or incomplete deliveries. If proven that the
stocks of 20% do not meet the standards, and proven to have defects and damages, the
Supplier should replace the stocks. 

B. Assistance. Supplier undertakes to do what is best to grow and maintain its good
management procedures through continuous promotions and reach out to the Buyer for any
updates in terms of departure and arrival of the stocks and maintain to deliver best quality of
GENERAL CEMENT TYPE 1. 

Supplier must complete the loading of goods within 3-5 days. If the loading exceeds the
allowable stay of the barge, the supplier must arrange extension and permits to avoid any
additional port charges.

Supplier shall inform the Buyer of any accurate information and status of delivery. Further,
ensuring quantity and quality of the above-mentioned product. 

Supplier shall assure and give the Buyer prompt, timely, efficient, and professional services,
and at the most competitive price in the industry. 

The Supplier must apply for conditional release, statement of confirmation from the BPS or
independent body accredited by BPS per their recommendation to expedite the release of the
permit. The said compliance must be in the account of Supplier. 

C. No additional charges. Supplier shall not charge any additional fees or cost of custom
duties and mandated taxes, barging, handling, loading, port charges, from origin to
destination. 

5. Obligations on Buyer

A. Down Payment. Buyer must settle the 50% payment atleast 3 days before the shipment and
loading of stocks provided that the buyer already paid 1,000,000 PHP as bond fee deductible
from the initial payment of 50 %, and settle the remaining balance through bank transfer or
bank deposit while the first batch of supplies are being loaded in the barge. 

Succeeding order schedules must be coordinated with the supplier to avoid conflict of each
other’s boundaries and interests. 
 B. Documentation. The Buyer shall deliver the pertinent creditable withholding tax, as proof
of payment of the expended withholding tax due on the subject transaction to the seller after
receiving the OR or Sales Invoice. 

Upon the first order, the Buyer must send the signed ICPO 

6. Term

This Agreement shall commence on the date first written above and shall continue for 1 year,
unless terminated earlier as provided herein. Thereafter, this Agreement shall automatically
continue until terminated upon at least ninety (90) days notice by Supplier or ninety (90) days
notice by Buyer.

7. Termination

A. Termination for Breach. If either party defaults in the performance of any material
obligation in this Agreement, then the non-defaulting party may give written notice to the
defaulting party and if the default is not cured within thirty (30) days following such notice,
the Agreement will be terminated.

B. Termination for Insolvency. Either party shall have the option to terminate this Agreement
without notice, (1) upon the institution of actions against the other party for insolvency,
receivership or bankruptcy, or any other proceedings for the settlement of other party's debts,
(2) upon other party's making an assignment for the benefit of creditors, or (3) upon initiation
of dissolution proceedings against the other party.

8. Export Law

Buyer acknowledges and agrees that the Products may be subject to export restrictions and
controls. Buyer bears all responsibility for export law compliance.

Supplier hereby agrees to provide all necessary documents that may be required by export
law, and those that may be required by the Buyer for export purposes.

9. Notices

All notices required or permitted by this agreement shall be deemed given if sent by certified
mail, postage prepaid, return receipt requested or by recognized overnight delivery service.
Notices shall be made as follows:

If to Supplier-
Name:
Address:
Mobile No.:
Email:

If to Buyer-
Name: Bernadette Jaye Villavicencio
Address: LE Building San Jose St., Dunao Ligao City
Mobile No. 0915 552 2259
Email: centeepee@gmail.com
10. Assignment

Neither party shall have the right to assign its interest in this Agreement to any other party,
unless the prior written consent of the other party is obtained.

11. Attorney's Fees

Should any action be brought by either party to enforce the provisions of this Agreement, the
prevailing party, whether by settlement, adjudication or arbitration, shall have the right to
collect reasonable attorneys' fees, expenses and costs from the non-prevailing party.

12. Governing Law and Jurisdiction

This Agreement is governed by and construed in accordance with the laws of the Philippines
and shall be subject to the exclusive jurisdiction of the Courts of Makati City.
The Parties shall use their best efforts in good faith to amicably settle any dispute,
controversy, or claim arising out of the Agreement or the breach, termination,
or invalidity thereof before proceeding to the Courts of Makati City.

13. Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed
as a waiver or limitation of that party's right to subsequently enforce and compel strict
compliance with every provision of this Agreement.

14. Severability

If any provision of this Agreement shall be held to be invalid or unenforceable for any reason,
the remaining provisions shall continue to be valid and enforceable. If any court or body of
competent jurisdiction finds that any provision of this Agreement is invalid or unenforceable,
but that by limiting such provision it would become valid or enforceable, then such provision
shall be deemed to be written, construed and enforced as so limited. However, the invalidity
or limitation of any such provision shall not affect the validity of the remaining provisions.

15. Entire Agreement

This Agreement, together with any attached schedules or addendums, constitute the entire
agreement between Buyer and Supplier, and supersedes all prior agreements or
understandings with respect to the subject matters contained herein.

This Agreement shall not be amended, altered or changed except by a written agreement
signed by both parties.

The below signed parties hereby acknowledge that they have read and understand the entire
Agreement, that they have authority to enter this Agreement on behalf of their respective
organizations, and that they have freely and voluntarily executed this Agreement as of the day and
year first written above.

for Buyer: for Supplier:

By: By:
Attachment 1: Terms and Conditions of Sale of Products

Shipping and delivery timing - Supplier shall determine a "ship by" date separately for each order
received from Buyer. Supplier shall be responsible for shipping the order no later than the "ship by"
date for each order received. "Ship by" date shall mean the date Supplier shall deliver the ordered
products to the shipping company.

All deliveries shall be F.O.B. Destination, prepaid and allowed, with all transportation and handling

charges included in the price of the product and paid by the Supplier. Responsibility and liability for
all costs, risks, loss or damage shall remain with the Supplier until the Products shall have been
delivered to the identified ship-to address or barge, except as to latent defects, fraud and
Supplier’s warranty obligations.

Delivery method and terms - best method as determined by Supplier. Buyer is responsible for all
shipping and handling costs including but not limited to export/import fees and duties; customs
processing, transfers, and clearance; taxes (value added, VAT, sales, etc.) and license fees or costs; and
any other costs required to deliver product to Buyer.

Payment terms - Buyer shall prepay all orders prior to shipment. Funds must be in Philippine Peso,
and paid by bank transfer to Supplier’s designated account.

Product Discounts - to be determined by Supplier.

Product Prices - Under this Agreement, the price per bag PESOS: 188.00 (One Hundred and Eighty
Eight Pesos)_is CIF ILOILO PORT. Both Parties, in this Agreement mutually and voluntarily agree to
set, mark, and tag the price by using the abovementioned unit price.